| A ( incorporation or organization) |
(I.R.S. Employer Identification No.) | |||
| (Address of principal executive offices) |
(Postal Code) | |||
| 1- (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of each class |
Trading symbol |
Name of each exchange on which registered | ||
None |
None |
✓ |
Smaller reporting company | |
| Accelerated filer…… | Emerging growth company | |
Non-accelerated filer…… |
Table of contents |
Page |
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5 |
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| Item 1. |
5 |
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8 |
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18 |
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18 |
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19 |
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21 |
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| Item 1A. |
22 |
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| Item 1B. |
31 |
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| Item 2. |
31 |
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| Item 3. |
31 |
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| Item 4. |
31 |
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32 |
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| Item 5. |
32 |
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| Item 7. |
33 |
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| Item 7A. |
33 |
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| Item 8. |
34 |
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| Item 9. |
34 |
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| Item 9A. |
34 |
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| Item 9B. |
34 |
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| Item 9C. |
34 |
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35 |
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| Item 10. |
35 |
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| Item 11. |
35 |
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| Item 12. |
36 |
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| Item 13. |
37 |
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| Item 14. |
38 |
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39 |
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| Item 15. |
39 |
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| Item 16. |
40 |
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41 |
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42 |
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111 |
||||||
| Liquids (a) |
Natural gas | Synthetic oil | Bitumen | Total oil-equivalent basis |
||||||||||||||||
| millions of barrels |
billions of cubic feet |
millions of barrels |
millions of barrels |
millions of barrels |
||||||||||||||||
| Net proved reserves: |
||||||||||||||||||||
| Developed |
14 |
205 |
326 |
1,957 |
2,331 |
|||||||||||||||
| Undeveloped |
2 |
76 |
112 |
259 |
386 |
|||||||||||||||
| Total net proved |
16 |
281 |
438 |
2,216 |
2,717 |
|||||||||||||||
| (a) | Liquids include crude oil, condensate and natural gas liquids (NGLs). NGL proved reserves are not material and are therefore included under liquids. |
| thousands of barrels per day (a) |
2021 |
2020 | 2019 | |||||||||||
| Bitumen: |
||||||||||||||
| Kearl: |
- gross (b) |
186 |
158 | 145 | ||||||||||
| - net (c) |
178 |
155 | 140 | |||||||||||
| Cold Lake: |
- gross (b) |
140 |
132 | 140 | ||||||||||
| - net (c) |
114 |
124 | 114 | |||||||||||
| Total bitumen: |
- gross (b) |
326 |
290 | 285 | ||||||||||
| - net (c) |
292 |
279 | 254 | |||||||||||
| Synthetic oil (d) : |
- gross (b) |
71 |
69 | 73 | ||||||||||
| - net (c) |
62 |
68 | 65 | |||||||||||
| Liquids (e) : |
- gross (b) |
11 |
13 | 16 | ||||||||||
| - net (c) |
10 |
12 | 14 | |||||||||||
| Total: |
- gross (b) |
408 |
372 | 374 | ||||||||||
| - net (c) |
364 |
359 | 333 | |||||||||||
| (a) | Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. |
| (b) | Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. |
| (c) | Net production is gross production less the mineral owners’ or governments’ share or both. |
| (d) | The company’s synthetic oil production volumes were from the company’s share of production volumes in the Syncrude joint venture. |
| (e) | Liquids include crude oil, condensate and NGLs. |
| millions of cubic feet per day (a) |
2021 |
2020 | 2019 | |||||||||
| Gross production (b) (c) |
120 |
154 | 145 | |||||||||
| Net production (c) (d) (e) |
115 |
150 | 144 | |||||||||
| Net production available for sale (f) |
81 |
115 | 108 |
| (a) | Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. |
| (b) | Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. |
| (c) | Production of natural gas includes amounts used for internal consumption with the exception of the amounts reinjected. |
| (d) | Net production is gross production less the mineral owners’ or governments’ share or both. |
| (e) | Net production reported in the above table is consistent with production quantities in the net proved reserves disclosure. |
| (f) | Includes sales of the company’s share of net production and excludes amounts used for internal consumption. |
| thousands of barrels per day (a) |
2021 |
2020 | 2019 | |||||||||
| Total production oil-equivalent basis: |
||||||||||||
| - gross (b) |
428 |
398 | 398 | |||||||||
| - net (c) |
383 |
384 | 357 |
| (a) | Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. |
| (b) | Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. |
| (c) | Net production is gross production less the mineral owners’ or governments’ share or both. |
| Canadian dollars per barrel |
2021 |
2020 | 2019 | |||||||||
| Bitumen |
57.91 |
25.69 | 50.02 | |||||||||
| Synthetic oil |
81.61 |
49.76 | 74.47 | |||||||||
| Liquids (a) |
59.41 |
27.40 | 42.91 | |||||||||
| Canadian dollars per thousand cubic feet |
||||||||||||
| Natural gas |
3.83 |
1.90 | 2.05 |
| (a) | Liquids include crude oil, condensate and NGLs. |
| Canadian dollars per barrel |
2021 |
2020 | 2019 | |||||||||
| Bitumen |
29.06 |
25.73 | 31.53 | |||||||||
| Synthetic oil |
61.97 |
45.51 | 54.44 | |||||||||
| Total oil-equivalent basis (a) |
34.32 |
28.73 | 34.82 |
| (a) | Includes liquids, bitumen, synthetic oil and natural gas. |
| wells |
2021 |
2020 | 2019 | |||||||||
| Net productive exploratory |
- |
- | - | |||||||||
| Net dry exploratory |
- |
- | - | |||||||||
| Net productive development |
13 |
29 | 28 | |||||||||
| Net dry development |
- |
- | - | |||||||||
| Total |
13 |
29 | 28 |
2021 |
||||||||
| Wells |
Gross | Net | ||||||
| Total |
16 |
7 |
Year ended December 31, 2021 |
Year ended December 31, 2020 | |||||||||||||||||||||||||||||||
| Crude oil | Natural gas | Crude oil | Natural gas | |||||||||||||||||||||||||||||
| wells |
Gross (a |
) |
Net (b |
) |
Gross (a |
) |
Net (b |
) |
Gross (a |
) |
Net (b |
) |
Gross (a |
) |
Net (b) |
|||||||||||||||||
| Total (c) |
4,557 |
4,509 |
2,729 |
885 |
4,660 | 4,610 | 2,767 | 898 | ||||||||||||||||||||||||
| (a) | Gross wells are wells in which the company owns a working interest. |
| (b) | Net wells are the sum of the fractional working interest owned by the company in gross wells, rounded to the nearest whole number. |
| (c) | Multiple completion wells are permanently equipped to produce separately from two or more distinctly different geological formations. At year-end 2021, the company had an interest in 12 gross wells with multiple completions (2020 - 12 gross wells). |
| Developed | Undeveloped | Total | ||||||||||||||||||||||||
| thousands of acres |
2021 |
2020 | 2021 |
2020 | 2021 |
2020 | ||||||||||||||||||||
| Western provinces (a): |
||||||||||||||||||||||||||
| Liquids and gas |
- gross (b) |
1,059 |
1,043 | 621 |
697 | 1,680 |
1,740 | |||||||||||||||||||
| - net (c) |
517 |
510 | 350 |
388 | 867 |
898 | ||||||||||||||||||||
| Bitumen |
- gross (b) |
196 |
197 | 584 |
594 | 780 |
791 | |||||||||||||||||||
| - net (c) |
182 |
182 | 255 |
265 | 437 |
447 | ||||||||||||||||||||
| Synthetic oil |
- gross (b) |
119 |
119 | 100 |
100 | 219 |
219 | |||||||||||||||||||
| - net (c) |
30 |
30 | 25 |
25 | 55 |
55 | ||||||||||||||||||||
| Canada lands (d) : |
||||||||||||||||||||||||||
| Liquids and gas |
- gross (b) |
2 |
2 | 1,803 |
1,803 | 1,805 |
1,805 | |||||||||||||||||||
| - net (c) |
2 |
2 | 495 |
495 | 497 |
497 | ||||||||||||||||||||
| Atlantic offshore: |
||||||||||||||||||||||||||
| Liquids and gas |
- gross (b) |
65 |
65 | 267 |
267 | 332 |
332 | |||||||||||||||||||
| - net (c) |
6 |
6 | 36 |
36 | 42 |
42 | ||||||||||||||||||||
| Total (e) : |
- gross (b) |
1,441 |
1,426 | 3,375 |
3,461 | 4,816 |
4,887 | |||||||||||||||||||
| - net (c) |
737 |
730 | 1,161 |
1,209 | 1,898 |
1,939 | ||||||||||||||||||||
| (a) | Western provinces include British Columbia and Alberta. |
| (b) | Gross acres include the interests of others. |
| (c) | Net acres exclude the interests of others. |
| (d) | Canada lands include the Arctic Islands, Beaufort Sea / Mackenzie Delta, and other Northwest Territories. |
| (e) | Certain land holdings are subject to modification under agreements whereby others may earn interests in the company’s holdings by performing certain exploratory work (farm-out) and whereby the company may earn interests in others’ holdings by performing certain exploratory work (farm-in). |
| Refinery throughput (a) |
Rated capacities (b) |
|||||||||||||||
| Year ended December 31 | at December 31 | |||||||||||||||
| thousands of barrels per day |
2021 |
2020 | 2019 | 2021 |
||||||||||||
| Strathcona, Alberta |
172 |
170 | 183 | 196 |
||||||||||||
| Sarnia, Ontario |
106 |
86 | 86 | 119 |
||||||||||||
| Nanticoke, Ontario |
101 |
84 | 84 | 113 |
||||||||||||
| Total |
379 |
340 | 353 | 428 |
||||||||||||
| Utilization of refinery capacity (percent) |
89 |
80 | 83 | |||||||||||||
| (a) | Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units. |
| (b) | Rated capacities are based on definite specifications as to types of crude oil and feedstocks that are processed in the refinery atmospheric distillation units, the products to be obtained and the refinery process, adjusted to include an estimated allowance for normal maintenance shutdowns. Accordingly, actual capacities may be higher or lower than rated capacities due to changes in refinery operation and the type of crude oil available for processing. |
| thousands of barrels per day |
2021 |
2020 | 2019 | |||||||||
| Gasolines |
224 |
215 | 249 | |||||||||
| Heating, diesel and jet fuels |
160 |
146 | 167 | |||||||||
| Heavy fuel oils |
27 |
20 | 21 | |||||||||
| Lube oils and other products |
45 |
40 | 38 | |||||||||
| Net petroleum product sales |
456 |
421 | 475 |
| thousands of tonnes |
2021 |
2020 | 2019 | |||||||||
| Total petrochemical sales |
831 |
749 | 732 |
Item 1A. |
Risk factors |
Item 1B. |
Unresolved staff comments |
Item 2. |
Properties |
Item 3. |
Legal proceedings |
Item 4. |
Mine safety disclosures |
Item 5. |
Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities |
● |
Entitled “Performance graph” within the “Compensation discussion and analysis” section on page 170 of this report; and |
● |
Entitled “Equity compensation plan information”, within the “Compensation discussion and analysis”, on page 176 of this report. |
| Total number of shares purchased |
Average price paid per share (Canadian dollars) |
Total number of shares purchased as part of publicly announced plans or programs |
Maximum number of shares that may yet be purchased under the plans or programs (a) |
|||||||||||||
| October 2021 |
||||||||||||||||
| (October 1 - October 31) |
2,846,704 |
42.70 |
2,846,704 |
23,627,643 |
||||||||||||
| November 2021 |
||||||||||||||||
| (November 1 - November 30) |
7,089,309 |
43.49 |
7,089,309 |
16,538,334 |
||||||||||||
| December 2021 |
||||||||||||||||
| (December 1 - December 31) |
7,602,184 |
43.63 |
7,602,184 |
8,936,150 |
||||||||||||
| (a) | On June 23, 2021, the company announced by news release that it had received final approval from the Toronto Stock Exchange for a new normal course issuer bid and will continue its existing share purchase program. The program enables the company to purchase up to a maximum of 35,583,671 common shares during the period June 29, 2021 to June 28, 2022. This maximum includes shares purchased under the normal course issuer bid and from Exxon Mobil Corporation concurrent with, but outside of the normal course issuer bid. As in the past, Exxon Mobil Corporation has advised the company that it intends to participate to maintain its ownership percentage at approximately 69.6 percent. The program will end should the company purchase the maximum allowable number of shares, or on June 28, 2022. |
Item 7. |
Management’s discussion and analysis of financial condition and results of operations |
Item 7A. |
Quantitative and qualitative disclosures about market risk |
Item 8. |
Financial statements and supplementary data |
● |
Consolidated financial statements, together with the report thereon of PCAOB ID: |
● |
“Supplemental information on oil and gas exploration and production activities” (unaudited) starting on page 107. |
Item 9. |
Changes in and disagreements with accountants on accounting and financial disclosure |
Item 9A. |
Controls and procedures |
Item 9B. |
Other information |
Item 9C. |
Disclosure regarding foreign jurisdiction that prevents inspections |
Item 10. |
Directors, executive officers and corporate governance |
● |
“Director nominee tables”, on pages 112 to 115 of this report; |
● |
“Skills and experience of our board members and nominees”, on page 120 of this report. |
● |
“Other public company directorships of our board members and nominees”, on page 124 of this report. |
● |
The table entitled “Audit committee” under “Board and committee structure”, on page 133 of this report; |
● |
“Ethical business conduct”, starting on page 145 of this report; and |
● |
“Largest shareholder”, on page 149 of this report. |
● |
“Named executive officers of the company” and “Other executive officers of the company”, on pages 151 to 153 of this report. |
Item 11. |
Executive compensation |
● |
“Director compensation”, on pages 137 to 143 of this report; and |
● |
“Share ownership guidelines of independent directors and chairman, president and chief executive officer”, on page 144 of this report. |
● |
“Letter to shareholders from the executive resources committee on executive compensation”, starting on page 154 of this report; and |
● |
“Compensation discussion and analysis”, on pages 156 to 178 of this report. |
Item 12. |
Security ownership of certain beneficial owners and management and related stockholder matters |
Imperial Oil Limited |
Exxon Mobil Corporation |
|||||||||||||||
| Named executive officer | Common shares (a) |
Restricted stock units (b) |
Common shares (a) |
Restricted stock units (b) |
||||||||||||
| B.W. Corson |
- | 234,600 | 114,686 | 88,000 | ||||||||||||
| D.E. Lyons |
- | 78,000 | 10,046 | 14,400 | ||||||||||||
| S.P. Younger |
- | 32,400 | 9,457 | 19,900 | ||||||||||||
| B.A. Jolly |
31,361 | 68,600 | - | - | ||||||||||||
| J.R. Wetmore |
14,939 | 56,900 | - | - | ||||||||||||
| Incumbent directors and executive officers as a group (17 people) |
130,655 | 649,550 | 160,390 | 240,200 | ||||||||||||
| (a) | No common shares are beneficially owned by reason of exercisable options. None of these individuals owns more than 0.01 percent of the outstanding shares of Imperial Oil Limited or Exxon Mobil Corporation. The directors and officers as a group own approximately 0.02 percent of the outstanding shares of Imperial Oil Limited, and less than 0.01 percent of the outstanding shares of Exxon Mobil Corporation. Information not being within the knowledge of the company has been provided by the directors and the executive officers individually. |
| (b) | Restricted stock units do not carry voting rights prior to the issuance of shares on settlement of the awards. |
Item 13. |
Certain relationships and related transactions, and director independence |
thousands of Canadian dollars |
2021 |
2020 |
||||||
| Audit fees |
1,890 |
1,910 |
||||||
| Audit-related fees |
92 |
92 |
||||||
| Tax fees |
- |
- |
||||||
| All other fees |
- |
- |
||||||
| Total fees |
1,982 |
2,002 |
||||||
| (3) | (i) |
Restated certificate and articles of incorporation of the company (Incorporated herein by reference to Exhibit (3.1) to the company’s Form 8-K filed on May 3, 2006 (File No. 0-12014)). | ||||
| (ii) |
By-laws of the company (Incorporated herein by reference to Exhibit (3)(ii) to the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 0-12014)). | |||||
| (4) | (vi) |
Description of capital stock. (Incorporated herein by reference to Exhibit (4)(vi) of the company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 0-12014)). | ||||
| (10) |
(ii) | (1) | Alberta Cold Lake Transition Agreement, effective January 1, 2000, relating to the royalties payable in respect of the Cold Lake production project and terminating the Alberta Cold Lake Crown Agreement dated June 25, 1984. (Incorporated herein by reference to Exhibit (10)(ii)(20) of the company’s Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 0-12014)). | |||
| (2) |
Syncrude Bitumen Royalty Option Agreement, dated November 18, 2008, setting out the terms of the exercise by the Syncrude Joint Venture owners of the option contained in the existing Crown Agreement to convert to a royalty payable on the value of bitumen, effective January 1, 2009 (Incorporated herein by reference to Exhibit 1.01(10)(ii)(2) of the company’s Form 8-K filed on November 19, 2008 (FileNo. 0-12014)). | |||||
| (iii)(A) |
(1) | Form of Letter relating to Supplemental Retirement Income (Incorporated herein by reference to Exhibit (10)(c)(3) of the company’s Annual Report on Form 10-K for the year ended December 31, 1980 (File No. 2-9259)). | ||||
| (2) | Deferred Share Unit Plan for Nonemployee Directors. (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 1998 (File No. 0-12014)). | |||||
| (3) |
Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2011 and subsequent years, as amended effective November 14, 2011 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on February 23, 2012 (File No. 0-12014)). | |||||
| (4) |
Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31, 2016 (File No. 0-12014)). | |||||
| (5) |
Amended Short Term Incentive Program with respect to awards granted in 2016 and subsequent years, as amended effective October 26, 2016 (Incorporated herein by reference to Exhibit 9.01(c)[10(iii)(A)(1)] of the company’s Form 8-K filed on October 31, 2016 (File No. 0-12014)). | |||||
| (6) |
Amended Restricted Stock Unit Plan with respect to Restricted Stock Units granted in 2020 and subsequent years, as amended effective November 24, 2020 (Incorporated herein by reference to Exhibit (10)(iii)(A)(6) of the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 0-12014)). | |||||
| (21) | Imperial Oil Resources Limited is incorporated in Alberta, Canada and Canada Imperial Oil Limited is incorporated in Canada, and both are wholly-owned subsidiaries of the company. The names of all other subsidiaries of the company are omitted because, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary as of December 31, 2021. | |||||
| Certification by principal executive officer of Periodic Financial Report pursuant to Rule 13a-14(a). | ||||||
| Certification by principal financial officer of Periodic Financial Report pursuant to Rule 13a-14(a). | ||||||
Certification by chief executive officer of Periodic Financial Report pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350. | ||||
Certification by chief financial officer of Periodic Financial Report pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350. | ||||
(101) |
Interactive Data Files (formatted as Inline XBRL). | |||
(104) |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||
| Imperial Oil Limited | ||
| by /s/ Bradley W. Corson | ||
| (Bradley W. Corson) | ||
| Chairman, president and chief executive officer | ||
| Signature | Title | |
/s/ Bradley W. Corson |
Chairman, president and chief executive officer and director | |
| (Bradley W. Corson) | ||
| (Principal executive officer) | ||
/s/ Daniel E. Lyons |
Senior vice-president, finance and administration, and controller | |
| (Daniel E. Lyons) | ||
| (Principal financial officer and principal | ||
| accounting officer) | ||
/s/ David W. Cornhill |
Director | |
| (David W. Cornhill) |
||
/s/ Matthew R. Crocker |
Director | |
| (Matthew R. Crocker) |
||
/s/ Krystyna T. Hoeg |
Director | |
| (Krystyna T. Hoeg) |
||
/s/ Miranda C. Hubbs |
Director | |
| (Miranda C. Hubbs) |
||
/s/ Jack M. Mintz |
Director | |
| (Jack M. Mintz) |
||
/s/ David S. Sutherland |
Director | |
| (David S. Sutherland) |
||
Table of contents |
Page |
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| 98 | ||||
| 98 | ||||
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| 100 | ||||
| 101 | ||||
| 102 | ||||
| 104 | ||||
| 104 | ||||
| 105 | ||||
| 106 | ||||
| 107 | ||||
| millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Revenues |
37,508 |
22,284 | 34,002 | |||||||||
| Net income (loss): |
||||||||||||
| Upstream |
1,395 |
(2,318 | ) | 1,348 | ||||||||
| Downstream |
895 |
553 | 961 | |||||||||
| Chemical |
361 |
78 | 108 | |||||||||
| Corporate and other |
(172 |
) |
(170 | ) | (217 | ) | ||||||
| Net income (loss) |
2,479 |
(1,857 | ) | 2,200 | ||||||||
| Cash and cash equivalents at year-end |
2,153 |
771 | 1,718 | |||||||||
| Total assets at year-end |
40,782 |
38,031 | 42,187 | |||||||||
| Long-term debt at year-end |
5,054 |
4,957 | 4,961 | |||||||||
| Total debt at year-end |
5,176 |
5,184 | 5,190 | |||||||||
| Other long-term obligations at year-end |
3,897 |
4,100 | 3,637 | |||||||||
| Shareholders’ equity at year-end |
21,735 |
21,418 | 24,276 | |||||||||
| Cash flow from operating activities |
5,476 |
798 | 4,429 | |||||||||
| Per share information (Canadian dollars) |
||||||||||||
| Net income (loss) per common share - basic |
3.48 |
(2.53 | ) | 2.88 | ||||||||
| Net income (loss) per common share - diluted |
3.48 |
(2.53 | ) | 2.88 | ||||||||
| Dividends per common share - declared |
1.03 |
0.88 | 0.85 | |||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||||
| From the Consolidated balance sheet |
||||||||||||||
| Business uses: asset and liability perspective |
||||||||||||||
| Total assets |
40,782 |
38,031 | 42,187 | |||||||||||
| Less: |
Total current liabilities excluding notes and loans payable | (5,432 |
) |
(3,153 | ) | (4,366 | ) | |||||||
| Total long-term liabilities excluding long-term debt | (8,439 |
) |
(8,276 | ) | (8,355 | ) | ||||||||
| Add: Imperial’s share of equity company debt |
20 |
26 | 24 | |||||||||||
| Total capital employed |
26,931 |
26,628 | 29,490 | |||||||||||
| Total company sources: Debt and equity perspective |
||||||||||||||
| Notes and loans payable |
122 |
227 | 229 | |||||||||||
| Long-term debt |
5,054 |
4,957 | 4,961 | |||||||||||
| Shareholders’ equity |
21,735 |
21,418 | 24,276 | |||||||||||
| Add: Imperial’s share of equity company debt |
20 |
26 | 24 | |||||||||||
| Total capital employed |
26,931 |
26,628 | 29,490 | |||||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| From the Consolidated statement of income |
||||||||||||
| Net income (loss) |
2,479 |
(1,857 | ) | 2,200 | ||||||||
| Financing (after-tax) including Imperial’s share of equity companies |
40 |
52 | 66 | |||||||||
| Net income (loss) excluding financing |
2,519 |
(1,805 | ) | 2,266 | ||||||||
| Average capital employed |
26,780 |
28,059 | 29,591 | |||||||||
| Return on average capital employed (percent) – corporate total |
9.4 |
(6.4 | ) | 7.7 | ||||||||
| millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| From the Consolidated statement of cash flows |
||||||||||||
| Cash flows from operating activities |
5,476 |
798 | 4,429 | |||||||||
| Proceeds from asset sales |
81 |
82 | 82 | |||||||||
| Total cash flows from operating activities and asset sales |
5,557 |
880 | 4,511 | |||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| From the Consolidated statement of income |
||||||||||||
| Total expenses |
34,307 |
24,796 | 32,055 | |||||||||
| Less: |
||||||||||||
| Purchases of crude oil and products |
23,174 |
13,293 | 20,946 | |||||||||
| Federal excise tax and fuel charge |
1,928 |
1,736 | 1,808 | |||||||||
| Financing |
54 |
64 | 93 | |||||||||
| Subtotal |
25,156 |
15,093 | 22,847 | |||||||||
| Imperial’s share of equity company expenses |
61 |
64 | 76 | |||||||||
| Total operating costs |
9,212 |
9,767 | 9,284 | |||||||||
| Components of operating costs |
||||||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| From the Consolidated statement of income |
||||||||||||
| Production and manufacturing |
6,316 |
5,535 | 6,520 | |||||||||
| Selling and general |
784 |
741 | 900 | |||||||||
| Depreciation and depletion (includes impairments) |
1,977 |
3,293 | 1,598 | |||||||||
| Non-service pension and postretirement benefit |
42 |
121 | 143 | |||||||||
| Exploration |
32 |
13 | 47 | |||||||||
| Subtotal |
9,151 |
9,703 | 9,208 | |||||||||
| Imperial’s share of equity company expenses |
61 |
64 | 76 | |||||||||
| Total operating costs |
9,212 |
9,767 | 9,284 | |||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| From the Consolidated statement of income |
||||||||||||
| Net income (loss) (U.S. GAAP) |
2,479 |
(1,857 | ) | 2,200 | ||||||||
| Less identified items included in Net income (loss) |
||||||||||||
| Impairments |
- |
(1,171 | ) | - | ||||||||
| Tax adjustments |
- |
- | 662 | |||||||||
| Subtotal of identified items |
- |
(1,171 | ) | 662 | ||||||||
| Net income (loss) excluding identified items |
2,479 |
(686 | ) | 1,538 | ||||||||
| millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Net income (loss) (U.S. GAAP) |
2,479 |
(1,857 | ) | 2,200 | ||||||||
| Identified items included in Net income (loss) (a) |
||||||||||||
| Impairments |
- |
(1,171 | ) | - | ||||||||
| Tax adjustments |
- |
- | 662 | |||||||||
| Subtotal of identified items |
- |
(1,171 | ) | 662 | ||||||||
| Net income (loss) excluding identified items (a) |
2,479 |
(686 | ) | 1,538 | ||||||||
1 non-GAAP |
financial measure – see “Frequently used terms” section on page 44 for definition and reconciliation |

| (a) | Identified items are a non-GAAP financial measure – see “Frequently used terms” section (page 44) |

| (a) | Identified items are a non-GAAP financial measure – see “Frequently used terms” section (page 44) |
1 non-GAAP |
financial measure – see “Frequently used terms” section on page 44 for definition and reconciliation |
| Canadian dollars, unless otherwise noted |
2021 |
2020 | 2019 | |||||||||
| West Texas Intermediate (US$) (per barrel) |
68.05 |
39.26 | 57.03 | |||||||||
| Western Canada Select (US$) (per barrel) |
54.96 |
26.87 | 44.29 | |||||||||
| WTI/WCS Spread (US$) (per barrel) |
13.09 |
12.39 | 12.74 | |||||||||
| Bitumen (per barrel) |
57.91 |
25.69 | 50.02 | |||||||||
| Synthetic oil (per barrel) |
81.61 |
49.76 | 74.47 | |||||||||
| Conventional crude oil (per barrel) |
59.84 |
29.34 | 51.81 | |||||||||
| Natural gas liquids (per barrel) |
35.87 |
13.85 | 22.83 | |||||||||
| Natural gas (per thousand cubic feet) |
3.83 |
1.90 | 2.05 | |||||||||
| Average foreign exchange rate (US$) |
0.80 |
0.75 | 0.75 |
Crude oil and natural gas liquids (NGL) - production and sales (a) |
||||||||||||||||||||||||
thousands of barrels per day |
2021 |
2020 | 2019 | |||||||||||||||||||||
gross |
net |
gross | net | gross | net | |||||||||||||||||||
| Bitumen |
326 |
292 |
290 | 279 | 285 | 254 | ||||||||||||||||||
| Synthetic oil (b) |
71 |
62 |
69 | 68 | 73 | 65 | ||||||||||||||||||
| Conventional crude oil |
10 |
9 |
11 | 10 | 14 | 13 | ||||||||||||||||||
| Total crude oil production |
407 |
363 |
370 | 357 | 372 | 332 | ||||||||||||||||||
| NGLs available for sale |
1 |
1 |
2 | 2 | 2 | 1 | ||||||||||||||||||
| Total crude oil and NGL production |
408 |
364 |
372 | 359 | 374 | 333 | ||||||||||||||||||
| Bitumen sales, including diluent (c) |
451 |
401 | 387 | |||||||||||||||||||||
| NGL sales (d) |
- |
2 | 6 | |||||||||||||||||||||
| Natural gas - production and production available for sale (a) |
||||||||||||||||||||||||
millions of cubic feet per day |
2021 |
2020 | 2019 | |||||||||||||||||||||
gross |
net |
gross | net | gross | net | |||||||||||||||||||
| Production (e) (f) |
120 |
115 |
154 | 150 | 145 | 144 | ||||||||||||||||||
| Production available for sale (g) |
81 |
115 | 108 | |||||||||||||||||||||
| (a) | Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. Gross production is the company’s share of production (excluding purchases) before deduction of the mineral owners’ or governments’ share or both. |
| (b) | The company’s synthetic oil production volumes were from the company’s share of production volumes in the Syncrude joint venture. |
| (c) | Diluent is natural gas condensate or other light hydrocarbons added to crude bitumen to facilitate transportation to market by pipeline and rail. |
| (d) | 2021 NGL sales round to 0. |
| (e) | Gross production of natural gas includes amounts used for internal consumption with the exception of the amounts re-injected. |
| (f) | Net production is gross production less the mineral owners’ or governments’ share or both. Net production reported in the above table is consistent with production quantities in the net proved reserves disclosure. |
| (g) | Includes sales of the company’s share of net production and excludes amounts used for internal consumption. |


| Refinery utilization |
||||||||||||
thousands of barrels per day (a) |
2021 |
2020 | 2019 | |||||||||
| Total refinery throughput (b) |
379 |
340 | 353 | |||||||||
| Rated capacity at December 31 (c) |
428 |
428 | 423 | |||||||||
| Utilization of total refinery capacity (percent) |
89 |
80 | 83 | |||||||||
| (a) | Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. |
| (b) | Refinery throughput is the volume of crude oil and feedstocks that is processed in the refinery atmospheric distillation units. |
| (c) | Rated capacities are based on definite specifications as to types of crude oil and feedstocks that are processed in the refinery atmospheric distillation units, the products to be obtained and the refinery process, adjusted to include an estimated allowance for normal maintenance shutdowns. Accordingly, actual capacities may be higher or lower than rated capacities due to changes in refinery operation and the type of crude oil available for processing. |
| Petroleum product sales |
||||||||||||
thousands of barrels per day (a) |
2021 |
2020 | 2019 | |||||||||
| Gasolines |
224 |
215 | 249 | |||||||||
| Heating, diesel and jet fuels |
160 |
146 | 167 | |||||||||
| Heavy fuel oils |
27 |
20 | 21 | |||||||||
| Lube oils and other products |
45 |
40 | 38 | |||||||||
| Net petroleum product sales |
456 |
421 | 475 | |||||||||
| (a) Volume per day metrics are calculated by dividing the volume for the period by the number of calendar days in the period. |
| |||||||||||


| Sales |
||||||||||||
thousands of tonnes |
2021 |
2020 | 2019 | |||||||||
| Polymers and basic chemicals |
599 |
574 | 575 | |||||||||
| Intermediate and others |
232 |
175 | 157 | |||||||||
| Total petrochemical sales |
831 |
749 | 732 | |||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Net income (loss) |
(172 |
) |
(170 | ) | (217 | ) | ||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Cash provided by (used in) |
||||||||||||
| Operating activities |
5,476 |
798 | 4,429 | |||||||||
| Investing activities |
(1,012 |
) |
(802 | ) | (1,704 | ) | ||||||
| Financing activities |
(3,082 |
) |
(943 | ) | (1,995 | ) | ||||||
| Increase (decrease) in cash and cash equivalents |
1,382 |
(947 | ) | 730 | ||||||||
| Cash and cash equivalents at end of year |
2,153 |
771 | 1,718 | |||||||||
Share repurchases |
||||||||||||
millions of Canadian dollars, unless noted |
2021 |
2020 | 2019 | |||||||||
| Share repurchases |
2,245 |
274 | 1,373 | |||||||||
| Number of shares purchased (millions) (a) |
56.0 |
9.8 | 38.7 | |||||||||
Dividends |
||||||||||||
millions of Canadian dollars, unless noted |
2021 |
2020 | 2019 | |||||||||
| Dividends paid |
706 |
649 | 631 | |||||||||
| Per share dividend paid (dollars) |
0.98 |
0.88 | 0.82 | |||||||||
percent |
||||||||||||
At December 31 |
2021 |
2020 | 2019 | |||||||||
| Debt to capital (a) |
19 |
19 | 18 | |||||||||
| (a) | Debt, defined as the sum of “Notes and loans payable” and “Long-term debt” (page 77), divided by capital, defined as the sum of debt and “Total shareholders’ equity” (page 77). |
millions of Canadian dollars |
2021 |
2020 | ||||||
| Upstream (a) |
632 |
561 | ||||||
| Downstream |
476 |
251 | ||||||
| Chemical |
8 |
21 | ||||||
| Corporate and other |
24 |
41 | ||||||
| Total |
1,140 |
874 | ||||||
| (a) | Exploration expenses included. |
millions of Canadian dollars, after-tax |
||||||||
| One dollar (U.S.) per barrel increase (decrease) in crude oil prices |
+ (-) | 100 |
||||||
| One dollar (U.S.) per barrel increase (decrease) in light and heavy crude price differentials (b) |
+ (-) | 30 |
||||||
| Ten cents per thousand cubic feet decrease (increase) in natural gas prices |
+ (-) | 8 |
||||||
| One dollar (U.S.) per barrel increase (decrease) in refining 2-1-1 (c) |
+ (-) | 140 |
||||||
| One cent (U.S.) per pound increase (decrease) in sales margins for polyethylene |
+ (-) | 7 |
||||||
| One cent decrease (increase) in the value of the Canadian dollar versus the U.S. dollar |
+ (-) | 120 |
||||||
| (a) | Each sensitivity calculation shows the annual impact on net income resulting from a change in one factor, after tax and royalties, and holding all other factors constant. These sensitivities have been updated to reflect current market conditions. They may not apply proportionately to larger fluctuations. |
| (b) | Light and heavy crude differentials represent the difference between WTI benchmark prices and western Canadian prices for light and heavy crudes. |
| (c) | The 2-1-1 |
● |
Proved oil and natural gas reserves are determined in accordance with U.S. Securities and Exchange Commission (SEC) requirements. Proved reserves are those quantities of oil and natural gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible under existing economic and operating conditions and government regulations. Proved reserves are determined using the average of first-day-of-the-month |
● |
Unproved reserves are quantities of oil and natural gas with less than reasonable certainty of recoverability and include probable reserves. Probable reserves are reserves that, together with proved reserves, are as likely as not to be recovered. |
| /s/ B radley W. Corson |
| B.W. Corson |
| Chairman, president and chief executive officer |
| (Principal executive officer) |
| /s/ D aniel E. Lyons |
| D.E. Lyons |
| Senior vice-president, finance and administration, and controller |
| (Principal accounting officer and principal financial officer) |
| February 23, 2022 |
millions of Canadian dollars |
||||||||||||||
For the years ended December 31 |
2021 |
2020 |
2019 |
|||||||||||
| Revenues and other income |
||||||||||||||
| Revenues (a) |
||||||||||||||
| Investment and other income (note 8) |
||||||||||||||
| Total revenues and other income |
||||||||||||||
| Expenses |
||||||||||||||
| Exploration (note 15) |
||||||||||||||
| Purchases of crude oil and products (b) |
||||||||||||||
| Production and manufacturing (c) (note 11) |
||||||||||||||
| Selling and general (c) |
||||||||||||||
| Federal excise tax and fuel charge |
||||||||||||||
| Depreciation and depletion (includes impairments) (note 2, 11) |
||||||||||||||
| Non-service pension and postretirement benefit |
||||||||||||||
| Financing (d) (note 12) |
||||||||||||||
| Total expenses |
||||||||||||||
| Income (loss) before income taxes |
( |
) | ||||||||||||
| Income taxes (note 3) |
( |
) | ( |
) | ||||||||||
| Net income (loss) |
( |
) | ||||||||||||
| Per share information (Canadian dollars) |
||||||||||||||
| Net income (loss) per common share - basic (note 10) |
( |
) | ||||||||||||
| Net income (loss) per common share - diluted (note 10) |
( |
) | ||||||||||||
| (a) |
Amounts from related parties included in revenues, (note 16). |
|||||||||||||
| (b) |
Amounts to related parties included in purchases of crude oil and products, (note 16). |
|||||||||||||
| (c) |
Amounts to related parties included in production and manufacturing, and selling and general expenses, (note 16). | |||||||||||||
| (d) |
Amounts to related parties included in financing, (note 16). |
|||||||||||||
millions of Canadian dollars |
||||||||||||
For the years ended December 31 |
2021 |
2020 |
2019 |
|||||||||
Net income (loss) |
( |
) | ||||||||||
Other comprehensive income (loss), net of income taxes |
||||||||||||
Postretirement benefits liability adjustment (excluding amortization) |
( |
) | ( |
) | ||||||||
Amortization of postretirement benefits liability adjustment included in net periodic benefit costs |
||||||||||||
Total other comprehensive income (loss) |
( |
) | ( |
) | ||||||||
Comprehensive income (loss) |
( |
) | ||||||||||
| millions of Canadian dollars | ||||||||
At December 31 |
2021 |
2020 | ||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash |
||||||||
| Accounts receivable - net (a) |
||||||||
| Inventories of crude oil and products (note 11) |
||||||||
| Materials, supplies and prepaid expenses |
||||||||
| Total current assets |
||||||||
| Investments and long-term receivables (b) |
||||||||
| Property, plant and equipment, |
||||||||
| less accumulated depreciation and depletion |
||||||||
| Goodwill (note 11) |
||||||||
| Other assets, including intangibles - net |
||||||||
| Total assets |
||||||||
| Liabilities |
||||||||
| Current liabilities |
||||||||
| Notes and loans payable (c) (note 12) |
||||||||
| Accounts payable and accrued liabilities (a) (note 11) |
||||||||
| Income taxes payable |
||||||||
| Total current liabilities |
||||||||
| Long-term debt (d) (note 14) |
||||||||
| Other long-term obligations (note 5) |
||||||||
| Deferred income tax liabilities (note 3) |
||||||||
| Total liabilities |
||||||||
| Commitments and contingent liabilities (note 9) |
||||||||
| Shareholders’ equity |
||||||||
| Common shares at stated value (e) (note 10) |
||||||||
| Earnings reinvested |
||||||||
| Accumulated other comprehensive income (loss) (note 17) |
( |
) |
( |
) | ||||
| Total shareholders’ equity |
||||||||
| Total liabilities and shareholders’ equity |
||||||||
| (a) | Accounts receivable - net included net amounts receivable from related parties of $ |
| (b) | Investments and long-term receivables included amounts from related parties of $ |
| (c) | Notes and loans payable included amounts to related parties of $ |
| (d) | Long-term debt included amounts to related parties of $ |
| (e) | Number of common shares authorized and outstanding were |
| /s/ B radley W. Corson |
/s/ D aniel E. Lyons | |
| B.W. Corson |
D.E. Lyons | |
| Chairman, president and | Senior vice-president, | |
| chief executive officer | finance and administration, and controller |
| millions of Canadian dollars | ||||||||||||
At December 31 |
2021 |
2020 | 2019 | |||||||||
| Common shares at stated value (note 10) |
||||||||||||
| At beginning of year |
||||||||||||
| Share purchases at stated value |
( |
( |
( |
|||||||||
| At end of year |
||||||||||||
| Earnings reinvested |
||||||||||||
| At beginning of year |
||||||||||||
| Net income (loss) for the year |
( |
|||||||||||
| Share purchases in excess of stated value |
( |
( |
( |
|||||||||
| Dividends declared |
( |
( |
( |
|||||||||
| Cumulative effect of accounting change |
( |
|||||||||||
| At end of year |
||||||||||||
| Accumulated other comprehensive income (loss) (note 17) |
||||||||||||
| At beginning of year |
( |
( |
( |
|||||||||
| Other comprehensive income (loss) |
( |
( |
||||||||||
| At end of year |
( |
( |
( |
|||||||||
| Shareholders’ equity at end of year |
||||||||||||
| millions of Canadian dollars | ||||||||||||
| Inflow (outflow) | ||||||||||||
For the years ended December 31 |
2021 |
2020 | 2019 | |||||||||
| Operating activities |
||||||||||||
| Net income (loss) |
( |
) | ||||||||||
| Adjustments for non-cash items: |
||||||||||||
| Depreciation and depletion (includes impairments) (note 2) |
||||||||||||
| Impairment of intangible assets (note 11) |
- |
|||||||||||
| (Gain) loss on asset sales (note 8) |
( |
) |
( |
) | ( |
) | ||||||
| Deferred income taxes and other |
( |
) | ( |
) | ||||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Accounts receivable |
( |
) |
( |
) | ||||||||
| Inventories, materials, supplies and prepaid expenses |
( |
) | ||||||||||
| Income taxes payable |
( |
) | ||||||||||
| Accounts payable and accrued liabilities |
( |
) | ||||||||||
| All other items - net (b) |
||||||||||||
| Cash flows from (used in) operating activities |
||||||||||||
| Investing activities |
||||||||||||
| Additions to property, plant and equipment |
( |
) |
( |
) | ( |
) | ||||||
| Proceeds from asset sales (note 8) |
||||||||||||
| Loans to equity companies - net |
( |
) | ( |
) | ||||||||
| Cash flows from (used in) investing activities |
( |
) |
( |
) | ( |
) | ||||||
| Financing activities |
||||||||||||
| Short-term debt - net (note 12) |
( |
) |
||||||||||
| Reduction in finance lease obligations (note 14) |
( |
) |
( |
) | ( |
) | ||||||
| Dividends paid |
( |
) |
( |
) | ( |
) | ||||||
| Common shares purchased (note 10) |
( |
) |
( |
) | ( |
) | ||||||
| Cash flows from (used in) financing activities |
( |
) |
( |
) | ( |
) | ||||||
| Increase (decrease) in cash |
( |
) | ||||||||||
| Cash at beginning of year |
||||||||||||
| Cash at end of year (a) |
||||||||||||
| (a) Cash is composed of cash in bank and cash equivalents at cost. Cash equivalents are all highly liquid securities with maturity of three months or less when purchased. |
| |||||||||||
| (b) Included contributions to registered pension plans. |
( |
) |
( |
) | ( |
) | ||||||
| Income taxes (paid) refunded. |
( |
) | ||||||||||
| Interest (paid), net of capitalization. |
( |
) |
( |
) | ( |
) | ||||||
● |
a significant decrease in the market price of a long-lived asset; |
● |
a significant adverse change in the extent or manner in which an asset is being used or in its physical condition including a significant decrease in current and projected reserve volumes; |
● |
a significant adverse change in legal factors or in the business climate that could affect the value, including an adverse action or assessment by a regulator; |
● |
an accumulation of project costs significantly in excess of the amount originally expected; |
● |
a current-period operating loss combined with a history and forecast of operating or cash flow losses; and |
● |
a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. |
| Upstream | Downstream | Chemical | ||||||||||||||||||||||||||||||||||
| millions of Canadian dollars | 2021 |
2020 | 2019 | 2021 |
2020 | 2019 | 2021 |
2020 | 2019 | |||||||||||||||||||||||||||
Revenues and other income |
||||||||||||||||||||||||||||||||||||
| Revenues (a) |
||||||||||||||||||||||||||||||||||||
| Intersegment sales (b) |
||||||||||||||||||||||||||||||||||||
| Investment and other income (note 8) |
- | - | ||||||||||||||||||||||||||||||||||
Expenses |
||||||||||||||||||||||||||||||||||||
| Exploration (note 15) |
- | - | - | - | ||||||||||||||||||||||||||||||||
| Purchases of crude oil and products (b) (note 11) |
||||||||||||||||||||||||||||||||||||
| Production and manufacturing (note 11) |
||||||||||||||||||||||||||||||||||||
| Selling and general | - | - | ||||||||||||||||||||||||||||||||||
| Federal excise tax and fuel charge | - | - | - | - | ||||||||||||||||||||||||||||||||
| Depreciation and depletion (c) (note 11) |
||||||||||||||||||||||||||||||||||||
Non-service pension and postretirement benefit |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Financing (note 12) |
- | - | - | - | ||||||||||||||||||||||||||||||||
Total expenses |
||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes (note 11) |
( |
) | ||||||||||||||||||||||||||||||||||
Income tax expense (benefit) (d) (note 3) |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Net income (loss) (note 11) |
( |
) | ||||||||||||||||||||||||||||||||||
Cash flows from (used in) operating activities (b) |
||||||||||||||||||||||||||||||||||||
Capital and exploration expenditures (e) |
||||||||||||||||||||||||||||||||||||
Property, plant and equipment |
||||||||||||||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||||||
| Accumulated depreciation and depletion | ( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ||||||||||||||||||
Net property, plant and equipment (f) |
||||||||||||||||||||||||||||||||||||
Total assets (b) (g) (h) |
||||||||||||||||||||||||||||||||||||
| Corporate and other | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||
| millions of Canadian dollars | 2021 |
2020 | 2019 | 2021 |
2020 | 2019 | 2021 |
2020 | 2019 | |||||||||||||||||||||||||||
Revenues and other income |
||||||||||||||||||||||||||||||||||||
| Revenues (a) |
- | - | - | - | ||||||||||||||||||||||||||||||||
| Intersegment sales (b) |
- | - | ( |
) |
( |
) | ( |
) | - | - | ||||||||||||||||||||||||||
| Investment and other income (note 8) |
- | - | ||||||||||||||||||||||||||||||||||
( |
) |
( |
) | ( |
) | |||||||||||||||||||||||||||||||
Expenses |
||||||||||||||||||||||||||||||||||||
| Exploration (note 15) |
- | - | - | - | ||||||||||||||||||||||||||||||||
| Purchases of crude oil and products (b) (note 11) |
- | - | ( |
) |
( |
) | ( |
) | ||||||||||||||||||||||||||||
| Production and manufacturing (note 11) |
- | - | - | - | ||||||||||||||||||||||||||||||||
| Selling and general | ( |
) |
( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Federal excise tax and fuel charge | - | - | - | - | ||||||||||||||||||||||||||||||||
| Depreciation and depletion (c) (note 11) |
- | - | ||||||||||||||||||||||||||||||||||
Non-service pension and postretirement benefit |
- | - | ||||||||||||||||||||||||||||||||||
| Financing (note 12) |
- | - | ||||||||||||||||||||||||||||||||||
Total expenses |
( |
) |
( |
) | ( |
) | ||||||||||||||||||||||||||||||
Income (loss) before income taxes (note 11) |
( |
) |
( |
) | ( |
) | - | - | ( |
) | ||||||||||||||||||||||||||
Income tax expense (benefit) (d) (note 3) |
( |
) |
( |
) | ( |
) | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||
Net income (loss) (note 11) |
( |
) |
( |
) | ( |
) | - | - | ( |
) | ||||||||||||||||||||||||||
Cash flows from (used in) operating activities (b) |
( |
) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Capital and exploration expenditures (e) |
- | - | ||||||||||||||||||||||||||||||||||
Property, plant and equipment |
||||||||||||||||||||||||||||||||||||
| Cost | - | - | ||||||||||||||||||||||||||||||||||
| Accumulated depreciation and depletion | ( |
) |
( |
) | ( |
) | - | - | ( |
) |
( |
) | ( |
) | ||||||||||||||||||||||
Net property, plant and equipment (f) |
- | - | ||||||||||||||||||||||||||||||||||
Total assets (b) (g) (h) |
( |
) |
( |
) | ( |
) | ||||||||||||||||||||||||||||||
| (a) | Includes export sales to the United States of $ |
| (b) | In 2021, the Downstream segment acquired a portion of Upstream crude inventory for $ |
| (c) | In 2020, the Upstream segment included a non-cash impairment charge of $before-tax, related to the company’s decision not to further develop a significant portion of its unconventional portfolio. |
| (d) | Segment results in 2019 include a largely non-cash favourable impact of $ |
| (e) | Capital and exploration expenditures (CAPEX) include exploration expenses, additions to property, plant and equipment, additions to finance leases, additional investments and acquisitions and the company’s share of similar costs for equity companies. CAPEX excludes the purchase of carbon emission credits. |
| (f) | Includes property, plant and equipment under construction of $ |
| (g) | Effective January 1, 2019, Imperial adopted the Financial Accounting Standards Board’s standard, Leases (Topic 842) |
| (h) | In 2019, the company removed $ |
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
Current income tax expense (benefit) (a) |
( |
) | ||||||||||
Deferred income tax expense (benefit) (a) |
( |
) | ( |
) | ||||||||
Total income tax expense (benefit) (a) |
( |
) | ( |
) | ||||||||
Statutory corporate tax rate (percent) |
||||||||||||
Increase (decrease) resulting from: |
||||||||||||
Enacted tax rate change (a) |
( |
) | ||||||||||
Other (b) |
( |
) | ( |
) | ||||||||
Effective income tax rate (percent) |
( |
) |
| (a) | On June 28, 2019 the Alberta government enacted a |
| (b) | Other primarily relates to prior year adjustments, re-assessments and disposals. |
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
Depreciation and amortization |
||||||||||||
Successful drilling and land acquisitions |
||||||||||||
Pension and benefits |
( |
) |
( |
) | ( |
) | ||||||
Asset retirement obligation |
( |
) |
( |
) | ( |
) | ||||||
Capitalized interest |
||||||||||||
LIFO inventory valuation |
( |
) |
( |
) | ( |
) | ||||||
Tax loss carryforwards |
( |
) |
( |
) | ( |
) | ||||||
Other |
( |
) |
( |
) | ( |
) | ||||||
Net deferred income tax liabilities |
| millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Balance as of January 1 |
||||||||||||
| Additions based on current year’s tax position |
- | |||||||||||
| Additions for prior years’ tax positions |
- | |||||||||||
| Settlements with tax authorities |
( |
) |
( |
) | ( |
) | ||||||
| Balance as of December 31 |
Pension benefits |
Other postretirement benefits |
|||||||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||||||
| Assumptions used to determine benefit obligations at December 31 (percent) |
||||||||||||||||||||
| Discount rate |
||||||||||||||||||||
| Long-term rate of compensation increase |
||||||||||||||||||||
| millions of Canadian dollars |
||||||||||||||||||||
| Change in benefit obligation |
||||||||||||||||||||
| Benefit obligation at January 1 |
||||||||||||||||||||
| Service cost |
||||||||||||||||||||
| Interest cost |
||||||||||||||||||||
| Actuarial loss (gain) (a) |
( |
) |
( |
) |
||||||||||||||||
| Benefits paid (b) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||
| Benefit obligation at December 31 |
||||||||||||||||||||
| Accumulated benefit obligation at December 31 |
||||||||||||||||||||
| (a) | Actuarial loss (gain) primarily driven by changes in the year-end discount rate, salary experience and lower long-term rate of compensation. |
| (b) | Benefit payments for funded and unfunded plans. |
Pension benefits |
Other postretirement benefits |
|||||||||||||||||||
| millions of Canadian dollars |
2021 |
2020 |
2021 |
2020 |
||||||||||||||||
| Change in plan assets |
||||||||||||||||||||
| Fair value at January 1 |
||||||||||||||||||||
| Actual return on plan assets |
||||||||||||||||||||
| Company contributions |
||||||||||||||||||||
| Benefits paid (a) |
( |
) |
( |
) | ||||||||||||||||
| Fair value at December 31 |
||||||||||||||||||||
| Plan assets in excess of (less than) projected benefit obligation at December 31 |
||||||||||||||||||||
| Funded plans |
( |
) | ||||||||||||||||||
| Unfunded plans |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||||||
| Total (b) |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||||||
| (a) | Benefit payments for funded plans only. |
| (b) | Fair value of assets less projected benefit obligation shown above. |
Pension benefits |
Other postretirement benefits |
|||||||||||||||||||
| millions of Canadian dollars |
2021 |
2020 |
2021 |
2020 |
||||||||||||||||
| Amounts recorded in the Consolidated balance sheet consist of: |
||||||||||||||||||||
| Other assets, including intangibles - net |
- | - |
- | |||||||||||||||||
| Current liabilities |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||||||
| Other long-term obligations |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||||||
| Total recorded |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||||||
| Amounts recorded in accumulated other comprehensive income consist of: |
||||||||||||||||||||
| Net actuarial loss (gain) |
||||||||||||||||||||
| Prior service cost |
||||||||||||||||||||
| Total recorded in accumulated other comprehensive income, before-tax |
||||||||||||||||||||
| Pension benefits | Other postretirement benefits |
|||||||||||||||||||||||||||
2021 |
2020 | 2019 | 2021 |
2020 | 2019 | |||||||||||||||||||||||
| Assumptions used to determine net periodic benefit cost for years ended December 31 (percent) |
||||||||||||||||||||||||||||
| Discount rate |
||||||||||||||||||||||||||||
| Long-term rate of return on funded assets |
- | - | ||||||||||||||||||||||||||
| Long-term rate of compensation increase |
||||||||||||||||||||||||||||
| millions of Canadian dollars |
||||||||||||||||||||||||||||
| Components of net periodic benefit cost |
||||||||||||||||||||||||||||
| Service cost |
||||||||||||||||||||||||||||
| Interest cost |
||||||||||||||||||||||||||||
| Expected return on plan assets |
( |
) |
( |
) | ( |
) | - | - | ||||||||||||||||||||
| Amortization of prior service cost |
- | - | - | |||||||||||||||||||||||||
| Amortization of actuarial loss (gain) |
( |
) | ||||||||||||||||||||||||||
| Net periodic benefit cost |
||||||||||||||||||||||||||||
| Changes in amounts recorded in accumulated other comprehensive income |
||||||||||||||||||||||||||||
| Net actuarial loss (gain) |
( |
) |
( |
) |
||||||||||||||||||||||||
| Amortization of net actuarial (loss) gain included in net periodic benefit cost |
( |
) |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||||||||||||
| Prior service cost |
- | - | - | |||||||||||||||||||||||||
| Amortization of prior service cost included in net periodic benefit cost |
( |
) |
( |
) | - | - | - | |||||||||||||||||||||
| Total recorded in other comprehensive income |
( |
) |
( |
) | ( |
) |
||||||||||||||||||||||
| Total recorded in net periodic benefit cost and other comprehensive income, before-tax |
( |
) |
( |
) |
||||||||||||||||||||||||
| Total pension and other postretirement benefits |
||||||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
(Charge) credit to other comprehensive income, before-tax |
( |
) | ( |
) | ||||||||
Deferred income tax (charge) credit (note 17) |
( |
) |
||||||||||
(Charge) credit to other comprehensive income, after-tax |
( |
) | ( |
) | ||||||||
Fair value measurements at December 31, 2021, using: |
||||||||||||||||||||
millions of Canadian dollars |
Total |
Level 1 |
Level 2 |
Level 3 |
Net Asset Value |
|||||||||||||||
Asset class |
||||||||||||||||||||
Equity securities |
||||||||||||||||||||
Canadian |
||||||||||||||||||||
Non-Canadian |
||||||||||||||||||||
Debt securities - Canadian |
||||||||||||||||||||
Corporate |
||||||||||||||||||||
Government |
||||||||||||||||||||
Asset backed |
||||||||||||||||||||
Equities – Venture capital |
||||||||||||||||||||
Cash |
||||||||||||||||||||
Total plan assets at fair value |
||||||||||||||||||||
The 2020 fair value of the pension plan assets, including the level within the fair value hierarchy, is shown in the table below: |
||||||||||||||||||||
| Fair value measurements at December 31, 2020, using: | ||||||||||||||||||||
millions of Canadian dollars |
Total | Level 1 | Level 2 | Level 3 | Net Asset Value |
|||||||||||||||
Asset class |
||||||||||||||||||||
Equity securities |
||||||||||||||||||||
Canadian |
||||||||||||||||||||
Non-Canadian |
||||||||||||||||||||
Debt securities - Canadian |
||||||||||||||||||||
Corporate |
||||||||||||||||||||
Government |
||||||||||||||||||||
Asset backed |
- | - | ||||||||||||||||||
Equities – Venture capital |
||||||||||||||||||||
Cash |
||||||||||||||||||||
Total plan assets at fair value |
||||||||||||||||||||
Pension benefits |
||||||||
millions of Canadian dollars |
2021 |
2020 |
||||||
For funded pension plans with accumulated benefit obligation in excess of plan assets: (a) |
||||||||
Accumulated benefit obligation |
||||||||
Fair value of plan assets |
||||||||
Accumulated benefit obligation less fair value of plan assets |
||||||||
For funded pension plans with projected benefit obligation in excess of plan assets: (b) |
||||||||
Projected benefit obligation |
||||||||
Fair value of plan assets |
||||||||
Projected benefit obligation less fair value of plan assets |
||||||||
For unfunded plans covered by book reserves: |
||||||||
Projected benefit obligation |
||||||||
Accumulated benefit obligation |
||||||||
| (a) | The amounts shown for 2020 represent the company’s proportionate share of a joint venture sponsored pension plan. The fair value of plan assets exceeded the accumulated benefit obligation for both the company sponsored plan and its proportionate share of a joint venture sponsored plan in 2021. |
| (b) | In 2021, projected benefit obligation exceeded the fair value of plan assets only for the company’s proportionate share of a joint venture sponsored pension plan. |
millions of Canadian dollars |
Pension benefits |
Other postretirement benefits |
||||||
2022 |
||||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
2027 - 2031 |
||||||||
millions of Canadian dollars |
2021 |
2020 | ||||||
| Employee retirement benefits (a) (note 4) |
||||||||
| Asset retirement obligations and other environmental liabilities (b) (c) |
||||||||
| Share-based incentive compensation liabilities (note 7) |
||||||||
| Operating lease liability (note 13) |
||||||||
| Other obligations |
||||||||
| Total other long-term obligations |
||||||||
| (a) | Total recorded employee retirement benefits obligations also included $ |
| (b) | Total asset retirement obligations and other environmental liabilities also included $ |
| (c) | For 2021, the asset retirement obligations were discounted at l evel 3 fair value measurements. |
| The following table summarizes the activity in the liability for asset retirement obligations: |
| millions of Canadian dollars | 2021 |
2020 | 2019 | |||||||||
| Balance as at January 1 |
||||||||||||
| Additions (deductions) |
( |
) | ||||||||||
| Accretion |
||||||||||||
| Settlement |
( |
) |
( |
) | ( |
) | ||||||
| Balance as at December 31 |
||||||||||||
thousands of barrels |
2021 |
2020 | ||||||
| Crude |
|
|
|
|
( | |||
| Products |
|
|
|
|
( |
( | ||
millions of Canadian dollars |
2021 |
2020 |
2019 | |||
| Revenues |
( |
( |
( | |||
| Purchases of crude oil and products |
( |
( |
( | |||
| Total |
( |
( |
( |
| At December 31, 2021 millions of Canadian dollars |
||||||||||||||||||||||||||||
Fair value |
Effect of counterparty netting |
Effect of collateral netting |
Net carrying value |
|||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||
| Assets |
||||||||||||||||||||||||||||
| Derivative assets (a) |
( |
) |
||||||||||||||||||||||||||
| Liabilities |
||||||||||||||||||||||||||||
| Derivative liabilities (b) |
( |
) |
( |
) |
||||||||||||||||||||||||
| (a) Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”. (b) Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”. |
| |||||||||||||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||||||
millions of Canadian dollars |
||||||||||||||||||||||||||||
Fair value |
Effect of counterparty netting |
Effect of collateral netting |
Net carrying value |
|||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||||||||||||||
| Assets |
||||||||||||||||||||||||||||
| Derivative assets (a) |
- | - | ( |
) | - | - | ||||||||||||||||||||||
| Liabilities |
||||||||||||||||||||||||||||
| Derivative liabilities (b) |
- | - | ( |
) | ( |
) | - | |||||||||||||||||||||
| (a) | Included in the Consolidated balance sheet line: “Materials, supplies and prepaid expenses”, “Accounts receivable - net” and “Other assets, including intangibles - net”. |
| (b) | Included in the Consolidated balance sheet line: “Accounts payable and accrued liabilities” and “Other long-term obligations”. |
| Restricted stock units |
Deferred share units |
|||||||
| Outstanding at January 1, 2021 |
||||||||
| Granted |
||||||||
| Vested / Exercised |
( |
) |
||||||
| Forfeited and cancelled |
( |
) |
||||||
| Outstanding at December 31, 2021 |
||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Proceeds from asset sales |
||||||||||||
| Book value of asset sales |
||||||||||||
| Gain (loss) on asset sales, before-tax |
||||||||||||
| Gain (loss) on asset sales, after-tax |
||||||||||||
| At December 31 thousands of shares |
||||||||
2021 |
2020 |
|||||||
| Authorized |
||||||||
| Common shares outstanding |
||||||||
| Thousands of shares |
Millions of dollars |
|||||||
| Balance as at January 1, 2019 |
||||||||
| Issued under employee share-based awards |
||||||||
| Purchases at stated value |
( |
) | ( |
) | ||||
| Balance as at December 31, 2019 |
||||||||
| Issued under employee share-based awards |
- | |||||||
| Purchases at stated value |
( |
) | ( |
) | ||||
| Balance as at December 31, 2020 |
||||||||
| Issued under employee share-based awards |
||||||||
| Purchases at stated value |
( |
) | ( |
) | ||||
| Balance as at December 31, 2021 |
||||||||
2021 |
2020 | 2019 | ||||||||||
| Net income (loss) per common share – basic |
||||||||||||
| Net income (loss) (millions of Canadian dollars) |
( |
) | ||||||||||
| Weighted average number of common shares outstanding (millions of shares) |
||||||||||||
| Net income (loss) per common share (dollars) |
( |
) | ||||||||||
| Net income (loss) per common share – diluted |
||||||||||||
| Net income (loss) (millions of Canadian dollars) |
( |
) | ||||||||||
| Weighted average number of common shares outstanding (millions of shares) |
||||||||||||
| Effect of employee share-based awards (millions of shares) (a) |
- | |||||||||||
| Weighted average number of common shares outstanding, assuming dilution (millions of shares) |
||||||||||||
| Net income (loss) per common share (dollars) |
( |
) | ||||||||||
| Dividends per common share – declared (dollars) |
||||||||||||
| (a) | For 2020, the Net income (loss) per common share – diluted excludes the effect of |
millions of Canadian dollars |
2021 |
2020 | ||||||
Crude oil |
||||||||
Petroleum products |
||||||||
Chemical products |
||||||||
Other |
||||||||
Total |
||||||||
millions of Canadian dollars |
2021 |
2020 |
2019 | |||||||||
Debt-related interest (a) |
||||||||||||
Capitalized interest |
( |
) |
( |
) | ( |
) | ||||||
Net interest expense |
||||||||||||
Other interest |
||||||||||||
Total financing (b) |
||||||||||||
| (a) | Includes related party interest with ExxonMobil. |
| (b) | The weighted average interest rate on short-term borrowings in 2021 was |
2021 |
2020 | 2019 | ||||||||||||||||||||||
millions of Canadian dollars |
Operating leases |
leases |
Operating leases |
Finance leases |
Operating leases |
Finance leases |
||||||||||||||||||
lease cost |
||||||||||||||||||||||||
Short-term and other (net of sublease rental income) |
||||||||||||||||||||||||
Amortization of right of use assets |
||||||||||||||||||||||||
Interest on lease liabilities |
||||||||||||||||||||||||
Total lease cost |
||||||||||||||||||||||||
2021 |
2020 | |||||||||||||||
millions of Canadian dollars |
Operating leases |
Finance leases (a) |
Operating leases |
Finance leases |
||||||||||||
Right of use assets |
||||||||||||||||
Included in Other assets, including intangibles - net |
||||||||||||||||
Included in Property, plant and equipment, less |
||||||||||||||||
accumulated depreciation and depletion |
||||||||||||||||
Total right of use assets |
||||||||||||||||
Lease liability due within one year |
||||||||||||||||
Included in Accounts payable and accrued liabilities |
- | |||||||||||||||
Included in Notes and loans payable |
||||||||||||||||
Long-term lease liability |
||||||||||||||||
Included in Other long-term obligations |
- | |||||||||||||||
Included in Long-term debt |
||||||||||||||||
Weighted average remaining lease term (years) |
||||||||||||||||
Weighted average discount rate (percent) |
||||||||||||||||
2021 |
||||||||
millions of Canadian dollars |
Operating leases |
Finance leases |
||||||
Maturity analysis of lease liabilities |
||||||||
2022 |
||||||||
2023 |
||||||||
2024 |
||||||||
2025 |
||||||||
2026 |
||||||||
2027 and beyond |
||||||||
Total lease payments |
||||||||
Discount to present value |
( |
) |
( |
) | ||||
Total lease liability |
||||||||
2021 |
2020 | 2019 | ||||||||||||||||||||||
millions of Canadian dollars |
Operating leases |
Finance leases |
Operating leases |
Finance leases |
Operating leases |
Finance leases |
||||||||||||||||||
Cash paid for amounts included in the measurement of lease liabilities |
||||||||||||||||||||||||
Cash flows from operating activities |
||||||||||||||||||||||||
Cash flows from financing activities |
||||||||||||||||||||||||
Non-cash right of use assets recorded for lease liabilities |
||||||||||||||||||||||||
For January 1 adoption of Leases (Topic 842) |
||||||||||||||||||||||||
In exchange for lease liabilities during the year |
- | |||||||||||||||||||||||
| At December 31 |
||||||||||||
| millions of Canadian dollars |
2021 |
2020 | ||||||||||
| Long-term debt (a) |
||||||||||||
| (b) |
||||||||||||
| Total long-term debt |
| (a) | Borrowed under an existing agreement with an affiliated company of ExxonMobil that provides for a long-term, variable-rate, Canadian dollar loan from ExxonMobil to the company of up to $ |
| (b) | Finance leases are primarily associated with transportation facilities and services agreements. The average imputed rate was |
| a) | To provide computer and customer support services to the company and to share common business and operational support services that allow the companies to consolidate duplicate work and systems; |
| b) | To operate certain western Canada production properties owned by ExxonMobil, as well as provide for the delivery of management, business and technical services to ExxonMobil in Canada. These agreements are designed to provide organizational efficiencies and to reduce costs. No separate legal entities were created from these arrangements. Separate books of account continue to be maintained for the company and ExxonMobil. The company and ExxonMobil retain ownership of their respective assets, and there is no impact on operations or reserves; |
| c) | To provide for the option of equal participation in new upstream opportunities; and |
| d) | To enter into derivative agreements on each other’s behalf. |
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Balance at January 1 |
( |
) |
( |
) | ( |
) | ||||||
| Postretirement benefits liability adjustment: |
||||||||||||
| Current period change excluding amounts reclassified from accumulated other comprehensive income |
( |
) | ( |
) | ||||||||
| Amounts reclassified from accumulated other comprehensive income |
||||||||||||
| Balance at December 31 |
( |
) |
( |
) | ( |
) | ||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Amortization of postretirement benefits liability adjustment included in net periodic benefit cost (a) |
( |
) |
( |
) | ( |
) | ||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Postretirement benefits liability adjustments: |
||||||||||||
| Postretirement benefits liability adjustment (excluding amortization) |
( |
) | ( |
) | ||||||||
| Amortization of postretirement benefits liability adjustment included in net periodic benefit cost |
||||||||||||
| Total |
( |
) | ( |
) | ||||||||
| millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Sales to customers (a) |
5,081 |
2,066 | 3,927 | |||||||||
| Intersegment sales (a) (b) |
3,037 |
1,777 | 2,627 | |||||||||
8,118 |
3,843 | 6,554 | ||||||||||
| Production expenses |
4,728 |
3,977 | 4,467 | |||||||||
| Exploration expenses |
32 |
13 | 47 | |||||||||
| Depreciation and depletion (includes impairments) |
1,579 |
2,857 | 1,266 | |||||||||
| Income taxes |
457 |
(678 | ) | (487 | ) | |||||||
| Results of operations |
1,322 |
(2,326 | ) | 1,261 |
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Property costs (c) |
||||||||||||
| Proved |
- |
- | - | |||||||||
| Unproved |
- |
- | 2 | |||||||||
| Exploration costs |
32 |
13 | 47 | |||||||||
| Development costs |
576 |
816 | 1,176 | |||||||||
| Total costs incurred in property acquisitions, exploration and development activities |
608 |
829 | 1,225 | |||||||||
| (a) | Sales to customers or intersegment sales do not include the sale of natural gas and natural gas liquids purchased for resale, as well as royalty payments or diluent costs. These items are reported gross in note 2 in “Revenues”, “Intersegment sales” and in “Purchases of crude oil and products”. |
| (b) | Sales of crude oil to consolidated affiliates are at market value, using posted field prices. Sales of natural gas liquids to consolidated affiliates are at prices estimated to be obtainable in a competitive, arm’s-length transaction. |
| (c) | “Property costs” are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and intangible assets such as gas plants, production facilities and producing-well costs are included under “producing assets”). “Proved” represents areas where successful drilling has delineated a field capable of production. “Unproved” represents all other areas. |
millions of Canadian dollars |
2021 |
2020 | ||||||
| Property costs (a) |
||||||||
| Proved |
2,045 |
2,070 | ||||||
| Unproved |
2,468 |
2,462 | ||||||
| Producing assets |
39,926 |
39,785 | ||||||
| Incomplete construction |
1,762 |
1,518 | ||||||
| Total capitalized cost |
46,201 |
45,835 | ||||||
| Accumulated depreciation and depletion |
(20,112 |
) |
(18,551 | ) | ||||
| Net capitalized costs |
26,089 |
27,284 | ||||||
| (a) | “Property costs” are payments for rights to explore for petroleum and natural gas and for purchased reserves (acquired tangible and intangible assets such as gas plants, production facilities and producing-well costs are included under “producing assets”). “Proved” represents areas where successful drilling has delineated a field capable of production. “Unproved” represents all other areas. |
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Future cash flows |
161,577 |
23,911 | 166,801 | |||||||||
| Future production costs |
(101,580 |
) |
(18,787 | ) | (127,911 | ) | ||||||
| Future development costs |
(21,903 |
) |
(6,096 | ) | (24,759 | ) | ||||||
| Future income taxes |
(8,192 |
) |
(155 | ) | (3,960 | ) | ||||||
| Future net cash flows |
29,902 |
(1,127 | ) | 10,171 | ||||||||
| Annual discount of 10 percent for estimated timing of cash flows |
(15,732 |
) |
1,065 | (4,660 | ) | |||||||
| Discounted future cash flows |
14,170 |
(62 | ) | 5,511 | ||||||||
millions of Canadian dollars |
2021 |
2020 | 2019 | |||||||||
| Balance at beginning of year |
(62 |
) |
5,511 | 8,734 | ||||||||
| Changes resulting from: |
||||||||||||
| Sales and transfers of oil and gas produced, net of production costs |
(3,841 |
) |
(447 | ) | (2,441 | ) | ||||||
| Net changes in prices, development costs and production costs (a) |
7,681 |
(8,661 | ) | (3,117 | ) | |||||||
| Extensions, discoveries, additions and improved recovery, less related costs |
52 |
114 | 169 | |||||||||
| Development costs incurred during the year |
650 |
563 | 1,016 | |||||||||
| Revisions of previous quantity estimates |
13,482 |
459 | (168 | ) | ||||||||
| Accretion of discount |
24 |
623 | 643 | |||||||||
| Net change in income taxes |
(3,816 |
) |
1,776 | 675 | ||||||||
| Net change |
14,232 |
(5,573 | ) | (3,223 | ) | |||||||
| Balance at end of year |
14,170 |
(62 | ) | 5,511 | ||||||||
| (a) | SEC rules require the company’s reserves to be calculated on the basis of average first-day-of-the-month oil and natural gas prices during the reporting year. Future net cash flows are determined based on the net proved reserves as outlined in the “Net proved reserves table”. |
| Liquids (b) |
Natural gas | Synthetic oil | Bitumen | Total oil-equivalent basis (c) |
||||||||||||||||
| millions of barrels |
billions of cubic feet |
millions of barrels |
millions of barrels |
millions of barrels |
||||||||||||||||
| Beginning of year 2019 |
62 | 639 | 466 | 3,166 | 3,800 | |||||||||||||||
| Revisions |
(20 | ) | (33 | ) | (27 | ) | (134 | ) | (187 | ) | ||||||||||
| Improved recovery |
- | - | - | - | - | |||||||||||||||
| (Sale) purchase of reserves in place |
- | (24 | ) | - | - | (4 | ) | |||||||||||||
| Discoveries and extensions |
4 | 51 | - | - | 13 | |||||||||||||||
| Production |
(5 | ) | (52 | ) | (24 | ) | (93 | ) | (130 | ) | ||||||||||
| End of year 2019 |
41 | 581 | 415 | 2,939 | 3,492 | |||||||||||||||
| Revisions |
(29 | ) | (348 | ) | (79 | ) | (2,757 | ) | (2,923 | ) | ||||||||||
| Improved recovery |
- | - | - | - | - | |||||||||||||||
| (Sale) purchase of reserves in place |
- | (10 | ) | - | - | (2 | ) | |||||||||||||
| Discoveries and extensions |
- | - | 133 | 1 | 134 | |||||||||||||||
| Production |
(5 | ) | (55 | ) | (25 | ) | (102 | ) | (141 | ) | ||||||||||
| End of year 2020 |
7 | 168 | 444 | 81 | 560 | |||||||||||||||
| Revisions |
13 | 165 | 17 | 2,239 | 2,297 | |||||||||||||||
| Improved recovery |
- | - | - | 2 | 2 | |||||||||||||||
| (Sale) purchase of reserves in place |
- | (10 | ) | - | - | (2 | ) | |||||||||||||
| Discoveries and extensions |
- | - | - | - | - | |||||||||||||||
| Production |
(4 | ) | (42 | ) | (23 | ) | (106 | ) | (140 | ) | ||||||||||
| End of year 2021 |
16 |
281 |
438 |
2,216 |
2,717 |
|||||||||||||||
| Net proved developed reserves included above, as of |
||||||||||||||||||||
| January 1, 2019 |
24 | 273 | 466 | 2,861 | 3,396 | |||||||||||||||
| December 31, 2019 |
22 | 291 | 415 | 2,609 | 3,095 | |||||||||||||||
| December 31, 2020 |
7 | 167 | 311 | 76 | 422 | |||||||||||||||
| December 31, 2021 |
14 |
205 |
326 |
1,957 |
2,331 |
|||||||||||||||
| Net proved undeveloped reserves included above, as of |
||||||||||||||||||||
| January 1, 2019 |
38 | 366 | - | 305 | 404 | |||||||||||||||
| December 31, 2019 |
19 | 290 | - | 330 | 397 | |||||||||||||||
| December 31, 2020 |
- | 1 | 133 | 5 | 138 | |||||||||||||||
| December 31, 2021 |
2 |
76 |
112 |
259 |
386 |
|||||||||||||||
| (a) | Net reserves are the company’s share of reserves after deducting the shares of mineral owners or governments or both. All reported reserves are located in Canada. Reserves of natural gas are calculated at a pressure of 14.73 pounds per square inch at 60°F. |
| (b) | Liquids include crude, condensate and natural gas liquids (NGLs). NGL proved reserves are not material and are therefore included under liquids. |
| (c) | Gas converted to oil-equivalent at six million cubic feet per one thousand barrels. |
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![]() |
David W. Cornhill Calgary, Alberta, Canada Nonemployee director (independent) Age: 68 Director since : November 29, 2017 Skills and experience: Leadership of large organizations, Operations/technical, Project management, Strategy development, Audit committee financial expert, Financial expertise, Executive compensation, Environment and sustainability, Risk management Mr. Cornhill is a director of AltaGas Ltd., and is the chairman of the board of directors of TriSummit Utilities Inc. (formerly AltaGas Canada Inc.), a privately owned corporation. Mr. Cornhill is a founding shareholder of AltaGas (and its predecessors). He was chief executive officer of AltaGas from 1994 to 2016 and served as interim co-chief executive officer from July to December 2018. Prior to forming AltaGas, Mr. Cornhill served in various capacities with Alberta and Southern Gas Co. Ltd, including |
| Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
| IMO Common Shares (% of class) |
IMO Deferred Share Units (DSU) |
Total Vested Equity Holdings (Common + DSU) |
Restricted Stock Units (RSU) |
Total Holdings * (Common + DSU + RSU) | ||||||
| Holdings as at February 15, 2022 (#) |
12,500 (<0.01%) |
10,953 | 23,453 |
14,900 | 38,353 | |||||
| Total market value as at February 15, 2022 ($) |
697,500 | 611,177 | 1,308,677 |
831,420 | 2,140,097 | |||||
| Year over year change (#) |
0 | 2,769 | 2,769 |
3,300 | 6,069 | |||||
Board and Standing Committee Membership |
Meeting Attendance 2021 |
Public Company Directorships in the Past Five Years* | ||||
| Imperial Oil Limited board Audit committee Executive resources committee Public policy and corporate responsibility committee Nominations and corporate governance committee (Chair) Community collaboration and engagement committee |
10 of 10 (100%) 5 of 5 (100%) 6 of 6 (100%) 3 of 3 (100%) 7 of 7 (100%) 1 of 1 (100%) |
- AltaGas Ltd. (2010 – present) - AltaGas Canada Inc. (2018 – 2020) - Alterra Power Corp. (2008 – 2018) - Painted Pony Energy Ltd. (2015 – 2017) *no public board interlocks | ||||
Voting Results of 2021 Annual General Meeting: |
Other Positions in the Past Five Years: (position, date office held, and status of employer) | |||||
| |
Votes Withheld: 24,498,796 (3.63%) |
- AltaGas Ltd., Chairman of the board (1994 – 2019) - AltaGas Ltd., Interim co-CEO (July to December 2018) | ||||
![]() |
Bradley W. Corson Calgary, Alberta, Canada Non-independent director Age: 60 Director since : September 17, 2019 Skills and experience: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Financial expertise, Government relations, Executive compensation, Environment and sustainability, Risk management | |
| Mr. Corson was appointed as president and a director of Imperial Oil Limited on September 17, 2019, and assumed the additional roles of chairman and chief executive officer on January 1, 2020. Mr. Corson has worked for Exxon Mobil Corporation and its predecessor companies since 1983 in various upstream and downstream |
| Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
| IMO Common Shares (% of class) |
IMO Deferred Share Units (DSU) |
Total Vested Equity Holdings (Common + DSU) |
Restricted Stock Units (RSU) |
Total Holdings * (Common + DSU + RSU) | ||||||
| Holdings as at February 15, 2022 (#) |
0 | 0 | 0 |
234,600 | 234,600 | |||||
| Total market value as at February 15, 2022 ($) |
0 | 0 | 0 |
13,090,680 | 13,090,680 | |||||
| Year over year change (#) |
0 | 0 | 0 |
78,200 | 78,200 |
Board and Standing Committee Membership |
Meeting Attendance 2021 |
Public Company Directorships in the Past Five Years* | ||||
| Imperial Oil Limited board (Chair) Community collaboration and engagement committee |
10 of 10 (100%) 1 of 1 (100%) |
None *no public board interlocks | ||||
Voting Results of 2021 Annual General Meeting: |
Other Positions in the Past Five Years: (position, date office held, and status of employer) | |||
| Votes in Favour: 656,343,284 (97.33%) |
Votes Withheld: 18,000,945 (2.67%) |
- President, Imperial Oil Limited (2019 – present) - President, ExxonMobil Upstream Ventures (2015 – 2019) (Affiliate) | ||
![]() |
Matthew R. Crocker Spring, Texas, United States of America Non-independent director Age: 48 Director since May 4, 2021 Skills and experience: Leadership of large organizations, Operations/technical, Project management, Global experience, Strategy development, Financial expertise, Government relations, Executive compensation, Environment and sustainability, Risk management | |
| Mr. Crocker is senior vice-president, fuels at ExxonMobil Fuels & Lubricants Company since September, 2020. He is responsible for the downstream global fuels value chain, from crude to customer. Mr. Crocker has also held leadership positions within refining, upstream business development, chemicals and controllers. Prior |
| Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
| IMO Common Shares (% of class) |
IMO Deferred Share Units (DSU) |
Total Vested Equity Holdings (Common + DSU) |
Restricted Stock Units (RSU) |
Total Holdings * (Common + DSU + RSU) | ||||||
| Holdings as at February 15, 2022 (#) |
0 | 0 | 0 |
0 | 0 | |||||
| Total market value as at February 15, 2022 ($) |
0 | 0 | 0 |
0 | 0 | |||||
| Year over year change (#) |
0 | 0 | 0 |
0 | 0 | |||||
Board and Standing Committee Membership |
Meeting Attendance 2021 |
Public Company Directorships in the Past Five Years* | ||||
| Imperial Oil Limited board Executive resources committee Public policy and corporate responsibility committee Nominations and corporate governance committee Community collaboration and engagement committee |
6 of 6 (100%) 3 of 3 (100%) 2 of 2 (100%) 5 of 5 (100%) 1 of 1 (100%) |
None *no public board interlocks | ||||
Voting Results of 2021 Annual General Meeting: |
Other Positions in the Past Five Years: (position, date office held, and status of employer) | |||
| Votes in Favour: 671,381,457 (99.56%) |
Votes Withheld: 2,962,822 (0.44%) |
- Senior vice president, fuels, ExxonMobil Fuels & Lubricants Company (2020 – Present) (Affiliate) - Vice-president, strategy and portfolio management, ExxonMobil Upstream Business Development Company (2019 – 2020) (Affiliate) - Special assignment, strategy and portfolio management, ExxonMobil Upstream Business Development Company (2019) (Affiliate) - Vice-president, intermediates, performance derivatives, ExxonMobil Chemical Company (2017 – 2019) (Affiliate) - Project executive, ExxonMobil Refining & Supply (2016 – 2017) (Affiliate) | ||
![]() |
Krystyna T. Hoeg Toronto, Ontario, Canada Nonemployee director (independent) Age 72 Director since : May 1, 2008 Skills and experience: Leadership of large organizations, Project management, Global experience, Strategy development, Audit committee financial expert, Financial expertise, Executive compensation, Environment and sustainability, Risk management | |
| Ms. Hoeg was the president and chief executive officer of Corby Distilleries Limited from 1996 until her retirement in February 2007. She previously held several positions in the finance and controllers functions of Allied Domecq PLC and Hiram Walker & Sons Limited. Prior to that, she spent five years in public practice as a |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
| IMO Common Shares (% of class) |
IMO Deferred Share Units (DSU) |
Total Vested Equity Holdings (Common + DSU) |
Restricted Stock Units (RSU) |
Total Holdings * (Common + DSU + RSU) | ||||||
| Holdings as at February 15, 2022 (#) |
0 | 51,161 | 51,161 |
17,200 | 68,361 | |||||
| Total market value as at February 15, 2022 ($) |
0 | 2,854,784 | 2,854,784 |
959,760 | 3,814,544 | |||||
| Year over year change (#) |
0 | 4,448 | 4,448 |
1,000 | 5,448 | |||||
Board and Standing Committee Membership |
Meeting Attendance 2021 |
Public Company Directorships in the Past Five Years* | ||||
| Imperial Oil Limited board Audit committee (Chair) Executive resources committee Public policy and corporate responsibility committee Nominations and corporate governance committee Community collaboration and engagement committee |
10 of 10 (100%) 5 of 5 (100%) 6 of 6 (100%) 3 of 3 (100%) 7 of 7 (100%) 1 of 1 (100%) |
- New Flyer Industries Inc. (2015 – Present) *no public board interlocks | ||||
Voting Results of 2021 Annual General Meeting: |
Other Positions in the Past Five Years: (position, date office held, and status of employer) | |||
| Votes in Favour: 664,148,118 (98.49%) |
Votes Withheld: 10,196,111 (1.51%) |
None | ||
![]() |
Miranda C. Hubbs Toronto, Ontario, Canada Nonemployee director (independent) Age: 55 Director since : July 26, 2018 Skills and experience: Global experience, Strategy development, Audit committee financial expert, Financial expertise, Information technology/cybersecurity oversight, Executive compensation, Environment and sustainability, Risk management | |
| Ms. Hubbs is currently an independent director of Nutrien Ltd. and PSP Investments (Public Sector Pension Investment Board). Ms. Hubbs serves as vice-chair of the board of the Canadian Red Cross. Prior to retirement in 2011, Ms. Hubbs was executive vice president and managing director of McLean Budden, one of Canada’s |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
| IMO Common Shares (% of class) |
IMO Deferred Share Units (DSU) |
Total Vested Equity Holdings (Common + DSU) |
Restricted Stock Units (RSU) |
Total Holdings * (Common + DSU + RSU) | ||||||
| Holdings as at February 15, 2022 (#) |
0 | 14,383 | 14,383 |
12,300 | 26,683 | |||||
| Total market value as at February 15, 2022 ($) |
0 | 802,571 | 802,571 |
686,340 | 1,488,911 | |||||
| Year over year change (#) |
0 | 3,470 | 3,470 |
3,300 | 6,770 | |||||
Board and Standing Committee Membership |
Meeting Attendance 2021 |
Public Company Directorships in the Past Five Years* | ||||
| Imperial Oil Limited board Audit committee Executive resources committee Public policy and corporate responsibility committee Nominations and corporate governance committee Community collaboration and engagement committee (Chair) |
10 of 10 (100%) 5 of 5 (100%) 6 of 6 (100%) 3 of 3 (100%) 7 of 7 (100%) 1 of 1 (100%) |
- Nutrien Ltd. (2018 – present) - Agrium Inc. (2016 – 2018) - Spectra Energy Corporation (2015 – 2017) *no public board interlocks | ||||
Voting Results of 2021 Annual General Meeting: |
Other Positions in the Past Five Years: (position, date office held, and status of employer) | |||
| Votes in Favour: 669,057,757 (99.22%) |
Votes Withheld: 5,286,472 (0.78%) |
None | ||
![]() |
Jack M. Mintz Calgary, Alberta, Canada Nonemployee director (independent) Age 70 Director since : April 21, 2005 Skills and experience: Global experience , Strategy development, Financial expertise, Government relations, Academic/research, Executive compensation, Environment and sustainability, Risk management | |
| Dr. Mintz is currently the President’s Fellow at the University of Calgary’s School of Public Policy, a position he has held since July 2015. Dr. Mintz also serves on the board of Alberta Health Services and is the Senior Fellow at the C.D. Howe Institute, Distinguished Fellow at the MacDonald-Laurier Distinguished Fellow at the |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
| IMO Common Shares (% of class) |
IMO Deferred Share Units (DSU) |
Total Vested Equity Holdings (Common + DSU) |
Restricted Stock Units (RSU) |
Total Holdings * (Common + DSU + RSU) | ||||||
| Holdings as at February 15, 2022 (#) |
1,000 (<0.01%) |
46,530 | 47,530 |
17,200 | 64,730 | |||||
| Total market value as at February 15, 2022 ($) |
55,800 | 2,596,374 | 2,652,174 |
959,760 | 3,611,934 | |||||
| Year over year change (#) |
0 | 4,325 | 4,325 |
1,000 | 5,325 | |||||
Board and Standing Committee Membership |
Meeting Attendance 2021 |
Public Company Directorships in the Past Five Years* | ||||
| Imperial Oil Limited board Audit committee Executive resources committee Public policy and corporate responsibility committee (Chair) Nominations and corporate governance committee Community collaboration and engagement committee |
10 of 10 (100%) 5 of 5 (100%) 6 of 6 (100%) 3 of 3 (100%) 7 of 7 (100%) 1 of 1 (100%) |
- Morneau Shepell Inc. (2010 – 2020) *no public board interlocks | ||||
Voting Results of 2021 Annual General Meeting: |
Other Positions in the Past Five Years: (position, date office held, and status of employer) | |||||
| Votes in Favour: 643,739,018 (95.46%) |
Votes Withheld: 30,605,211 (4.54%) |
None | ||||
![]() |
David S. Sutherland Scottsdale, Arizona, United States of America Nonemployee director (independent) Age 72 Director since : April 29, 2010 Skills and experience: Leadership of large organizations, Operations/technical, Global experience, Strategy development, Audit committee financial expert, Financial expertise, Government relations, Executive compensation, Environment and sustainability, Risk management | |
| In July 2007, Mr. Sutherland retired as president and chief executive officer of the former IPSCO, Inc. after spending 30 years with the company and more than five years as president and chief executive officer. Mr. Sutherland is the chairman of the board of United States Steel Corporation and director of GATX Corporation. |
Imperial Oil Limited Ownership and Value of Equity (a) (b) (c) (d) | ||||||||||
| IMO Common Shares (% of class) |
IMO Deferred Share Units (DSU) |
Total Vested Equity Holdings (Common + DSU) |
Restricted Stock Units (RSU) |
Total Holdings * (Common + DSU + RSU) | ||||||
| Holdings as at February 15, 2022 (#) |
55,000 (<0.01%) |
43,636 | 98,636 |
17,200 | 115,836 | |||||
| Total market value as at February 15, 2022 ($) |
3,069,000 | 2,434,889 | 5,503,889 |
959,760 | 6,463,649 | |||||
| Year over year change (#) |
0 | 4,248 | 4,248 |
1,000 | 5,248 | |||||
Board and Standing Committee Membership |
Meeting Attendance 2021 |
Public Company Directorships in the Past Five Years* | ||||
| Imperial Oil Limited board Audit committee Executive resources committee (Chair) Public policy and corporate responsibility committee Nominations and corporate governance committee Community collaboration and engagement committee |
10 of 10 (100%) 5 of 5 (100%) 6 of 6 (100%) 3 of 3 (100%) 7 of 7 (100%) 1 of 1 (100%) |
- GATX Corporation (2007 – Present) - United States Steel Corporation (2008 – Present) *no public board interlocks | ||||
Voting Results of 2021 Annual General Meeting: |
Other Positions in the Past Five Years: (position, date office held, and status of employer) | |||||
| Votes in Favour: 658,802,073 (97.70%) |
Votes Withheld: 15,542,156 (2.30%) |
None | ||||
(a) |
The information includes the beneficial ownership of common shares of Imperial Oil Limited, which information not being within the knowledge of the company has been provided by the nominees individually. |
(b) |
The company’s plan for restricted stock units for nonemployee directors is described on page 140. The company’s plan for deferred share units for nonemployee directors is described on page 139. The company’s plan for restricted stock units for selected employees is described on page 163. |
(c) |
The numbers for the company’s restricted stock units represent the total of the outstanding restricted stock units received in 2015 through 2021 and deferred share units received since directors’ appointment. |
(d) |
The value for Imperial Oil Limited common shares, deferred share units and restricted stock units is based on the closing price for Imperial Oil Limited common shares on the Toronto Stock Exchange of $55.80 on February 15, 2022. |
Director |
XOM Common Shares (#) |
XOM Restricted Stock (#) (b) |
Total Common Shares and Restricted Stock (#) |
Total Market Value of Common Shares and Restricted Stock ($) (c) | ||||
| B.W. Corson |
114,686 | 88,000 | 202,686 | 20,140,312 | ||||
| M.R. Crocker |
15,938 | 102,250 | 118,188 | 11,743,994 | ||||
| D.S. Sutherland |
5,730 | - | 5,730 | 569,373 | ||||
(a) |
Holdings as at February 15, 2022. The information includes the beneficial ownership of common shares of Exxon Mobil Corporation, which information not being within the knowledge of the company has been provided by the nominees and directors individually. None of these individuals own more than 0.01 percent of the outstanding shares of Exxon Mobil Corporation. D.W. Cornhill, K.T. Hoeg, M.C. Hubbs and J.M. Mintz do not own common shares or hold restricted stock of Exxon Mobil Corporation. |
(b) |
The numbers for Exxon Mobil Corporation restricted stock include outstanding restricted stock and restricted stock units granted under its restricted stock plan which is similar to the company’s restricted stock unit plan. |
(c) |
The value for Exxon Mobil Corporation common shares and restricted stock is based on the closing price for Exxon Mobil Corporation common shares on the New York Stock Exchange of $77.99 U.S., which is converted to Canadian dollars at the daily rate of exchange of $1.2741 provided by the Bank of Canada for February 15, 2022. |
Corporate governance at a glance |
||
| Controlled company |
Yes | |
| Size of board |
7 | |
| Number of independent directors |
5 | |
| Women on board |
2 | |
| Average attendance of directors at board and committee meetings |
100% | |
| Independent chair of the executive sessions |
Yes | |
| In camera sessions of independent directors at every board meeting |
Yes | |
| Independent status of audit committee |
100% | |
| Audit committee members financially literate |
All | |
| Independent status of executive resources committee |
83% | |
| Independent status of nominations and corporate governance committee |
83% | |
| Majority of independent directors on all committees |
Yes | |
| Individual director elections |
Yes | |
| Average tenure of director nominees (approximate) |
8 years | |
| Average age of director nominees (approximate) |
64 years | |
| Mandatory retirement age |
72 years | |
| Majority voting policy |
Yes | |
| Separate board chair and CEO |
No | |
| Number of board interlocks |
None | |
| No director serves on more than two boards of another reporting issuer |
Yes | |
| Share ownership requirements for independent directors |
Yes | |
| Share ownership requirements for chairman and chief executive officer |
Yes | |
| Board orientation and education program |
Yes | |
| Code of business conduct and ethics |
Yes | |
| Board and committee charters |
Yes | |
| Position descriptions for the chairman and chief executive officer and the chair of each committee |
Yes | |
| Skills matrix for directors |
Yes | |
| Annual board evaluation process |
Yes | |
| Annual advisory vote on executive compensation |
No | |
| Dual-class shares |
No | |
| Change of control agreements |
No | |
| The company continually reviews its governance practices and monitors regulatory changes. |

Name of director nominee |
Years of service on the board |
Year of expected retirement from the board for independent directors | ||
| D.W. Cornhill |
4 years | 2026 | ||
| B.W. Corson |
2 years | - | ||
| M.R. Crocker |
1 year | - | ||
| K.T. Hoeg |
14 years | 2023 | ||
| M.C. Hubbs |
3 years | 2039 | ||
| J.M. Mintz |
17 years | 2023 | ||
| D.S. Sutherland |
12 years | 2023 | ||
| Our directors bring a wide range of skills, diversity and experience. |
| D.W. Cornhill |
B.W. Corson |
M.R. Crocker |
K.T. Hoeg |
M.C. Hubbs |
J.M. Mintz |
D.S. Sutherland | ||||||||
| Leadership of large organizations |
∎ |
∎ |
∎ |
∎ |
∎ | |||||||||
| Operations / technical |
∎ |
∎ |
∎ |
∎ | ||||||||||
| Project management |
∎ |
∎ |
∎ |
∎ |
||||||||||
| Global experience |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ | ||||||||
| Strategy development |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ | |||||||
| Environment and sustainability |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ | |||||||
| Audit committee financial expert |
∎ |
∎ |
∎ |
∎ | ||||||||||
| Financial expertise |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ | |||||||
| Government relations |
∎ |
∎ |
∎ |
∎ | ||||||||||
| Academic / research |
∎ |
|||||||||||||
| Information technology / cybersecurity oversight |
∎ |
|||||||||||||
| Executive compensation |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ | |||||||
| Risk management |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ |
∎ | |||||||
| Five out of seven of the director nominees are independent. |
| Name of director (a) |
Management |
Independent |
Not independent |
Reason for non-independent status | ||||
| D.W. Cornhill |
∎ |
|||||||
| B.W. Corson |
∎ |
∎ |
B.W. Corson is a director and chairman, president and chief executive officer of Imperial Oil Limited. | |||||
| M.R. Crocker |
∎ |
M.R. Crocker is an employee of Exxon Mobil Corporation. | ||||||
| K.T. Hoeg |
∎ |
|||||||
| M.C. Hubbs |
∎ |
|||||||
| J.M. Mintz |
∎ |
|||||||
| D.S. Sutherland |
∎ |
|||||||
| (a) | D.C. Brownell did not stand for re-election in 2021 and resigned from the board and its committees on May 4, 2021, and was not independent during his tenure in 2021. |
| Each standing committee is chaired by a different independent director and all of the independent directors are members of each committee. |
Director |
Nominations and corporate governance committee |
Audit committee (b) |
Public policy and corporate responsibility committee |
Executive resources committee |
Community collaboration and engagement committee | |||||||||
| D.W. Cornhill (c) |
∎ Chair |
∎ |
∎ |
∎ |
∎ | |||||||||
| B.W. Corson (a) |
- |
- |
- |
- |
∎ | |||||||||
| M.R. Crocker (a) |
∎ |
- |
∎ |
∎ |
∎ | |||||||||
| K.T. Hoeg (c) |
∎ |
∎ Chair |
∎ |
∎ |
∎ | |||||||||
| M.C. Hubbs (c) |
∎ |
∎ |
∎ |
∎ |
∎ Chair | |||||||||
| J.M. Mintz |
∎ |
∎ |
∎ Chair |
∎ |
∎ | |||||||||
| D.S. Sutherland (c) |
∎ |
∎ |
∎ |
∎ Chair |
∎ | |||||||||
(a) |
Not independent directors. |
(b) |
All members of the audit committee are independent and financially literate within the meaning of National Instrument 52-110 Audit Committees and the listing standards of the NYSE American LLC. |
(c) |
Audit committee financial experts under U.S. regulatory requirements. |
| Board 10 |
||||||||
| Audit committee | Executive resources committee |
Public policy and corporate responsibility committee |
Nominations and corporate governance committee |
Community collaboration and engagement committee | ||||
| 5 |
6 |
3 |
7 |
1 | ||||
| 100% board and standing committee meeting attendance from all members. |
| Director |
Board |
Audit committee |
Executive resources committee |
Public policy and corporate responsibility committee |
Nominations and corporate governance committee |
Community collaboration and engagement committee |
Annual meeting |
Total |
Percentage by director | |||||||||||||||||||||||||
| D.C. Brownell (a) |
4 of 4 | - | 3 of 3 | 1 of 1 | 2 of 2 | - | 1 of 1 | 11 of 11 |
100% | |||||||||||||||||||||||||
| D.W. Cornhill |
10 of 10 | 5 of 5 | 6 of 6 | 3 of 3 | 7 of 7 (chair) |
1 of 1 | 1 of 1 | 33 of 33 |
100% | |||||||||||||||||||||||||
| B.W. Corson |
10 of 10 (chair) |
- | - | - | - | 1 of 1 | 1 of 1 | 12 of 12 |
100% | |||||||||||||||||||||||||
| M.R. Crocker (b) |
6 of 6 | - | 3 of 3 | 2 of 2 | 5 of 5 | 1 of 1 | - | 17 of 17 |
100% | |||||||||||||||||||||||||
| K.T. Hoeg |
10 of 10 | 5 of 5 (chair) |
6 of 6 | 3 of 3 | 7 of 7 | 1 of 1 | 1 of 1 | 33 of 33 |
100% | |||||||||||||||||||||||||
| M.C. Hubbs |
10 of 10 | 5 of 5 | 6 of 6 | 3 of 3 | 7 of 7 | 1 of 1 (chair) |
1 of 1 | 33 of 33 |
100% | |||||||||||||||||||||||||
| J.M. Mintz |
10 of 10 | 5 of 5 | 6 of 6 | 3 of 3 (chair) |
7 of 7 | 1 of 1 | 1 of 1 | 33 of 33 |
100% | |||||||||||||||||||||||||
| D.S. Sutherland |
10 of 10 | 5 of 5 | 6 of 6 (chair) |
3 of 3 | 7 of 7 | 1 of 1 | 1 of 1 | 33 of 33 |
100% | |||||||||||||||||||||||||
| Percentage by committee |
100% |
100% |
100% |
100% |
100% |
100% |
100% |
205 of 205 |
Overall attendance 100% | |||||||||||||||||||||||||
(a) |
D.C. Brownell did not stand for re-election in 2021 and resigned from the board and its committees on May 4, 2021. |
(b) |
M.R. Crocker was elected to the board and its committees on May 4, 2021. |
| No director or nominee serves on more than two boards of another reporting issuer. |
| Name of director |
Other reporting issuers of which director or nominee is also a director |
Type of company |
Stock symbol: Exchange |
Committee appointments | ||||
| D.W. Cornhill |
AltaGas Ltd. | Diversified energy company | ALA:TSX | No committees | ||||
| B.W. Corson |
- | - | - | - | ||||
| M.R. Crocker |
- | - | - | - | ||||
| K.T. Hoeg |
New Flyer Industries Inc. | Manufacturer of heavy duty transit buses | NFI:TSX | Audit committee | ||||
| M.C. Hubbs |
Nutrien Ltd. | Fertilizer manufacturing | NTR:TSX, NYSE | Corporate governance and nominating committee and Safety and sustainability committee (chair) | ||||
| J.M. Mintz |
- | - | - | - | ||||
| D.S. Sutherland |
GATX Corporation | Commercial rail vehicles and aircraft engines – shipping |
GMT:NYSE | Compensation committee (chair) and Governance committee | ||||
| United States Steel Corporation |
Iron and steel |
X:NYSE |
Chairman of the board | |||||
● |
Experience in leadership of businesses or other large organizations (Leadership of large organizations) |
● |
Operations/technical experience (Operations / technical) |
● |
Project management experience (Project management) |
● |
Experience in working in a global work environment (Global experience) |
● |
Experience in development of business strategy (Strategy development) |
● |
Experience with environmental, health, community relations and/or safety policy, practices and management (Environment and sustainability) |
● |
Audit committee financial expert (also see the financial expert section in the audit committee table starting on page 133) |
● |
Expertise in financial matters (Financial expertise) |
● |
Expertise in managing relations with government (Government relations) |
● |
Experience in academia or in research (Academic / research) |
● |
Expertise in information technology and cybersecurity oversight (Information technology / cybersecurity oversight) |
● |
Expertise in executive compensation policies and practices (Executive compensation) |
● |
Expertise in oversight of risk management policies and practices (Risk management) |
● |
possessing expertise in any of the following areas: law, science, marketing, administration, social/political environment or community and civic affairs; |
● |
individual competencies in business and other areas of endeavour in contributing to the collective experience of the directors; and |
● |
providing diversity of age, regional association, gender and other diversity elements (including Aboriginal peoples, persons with disabilities and members of visible minorities). |
| The company regularly provides in-depth presentations to the directors on relevantand emerging issues and encourages continuing education opportunities. |
● |
raising substantive issues that are more appropriately discussed in the absence of management; |
● |
discussing the need to communicate to the chairman of the board any matter of concern raised by any committee or director; |
● |
addressing issues raised but not resolved at meetings of the board and assessing any follow-up needs with the chairman of the board; |
● |
discussing the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties, and advising the chairman of the board of any changes required; and |
● |
seeking feedback about board processes. |


● |
energy outlook scenarios; |
● |
strategic planning; |
● |
risk management guidelines; |
● |
code of ethics and standards of business conduct; |
● |
delegation of authority guidelines; |
● |
credit risk assessment guidelines; |
● |
controls and operations integrity management systems; |
● |
capital project management systems; |
● |
IT risk management (including information technology, systems and cybersecurity); |
● |
guidelines for the management and protection of information; and |
● |
business continuity plans. |

| Directors |
● B.W. Corson (chair) |
● M.C. Hubbs |
||||
| ● D.W. Cornhill |
● J.M. Mintz |
|||||
| ● M.R. Crocker |
● D.S. Sutherland |
|||||
| ● K.T. Hoeg |
||||||
| Number of meetings |
Ten meetings of the board of directors were held in 2021, which included three special meeting of the board. The independent directors hold executive sessions of the board in conjunction with every board meeting. These meetings are held in the absence of management. The independent directors held ten executive sessions in 2021. | |||||
| Board highlights in 2021 |
● Regularly discussed industry activity, market updates and company initiatives.● Regularly discussed operational and project updates.● Regularly discussed risk management and business controls environment.● Regularly reviewed information technology, systems and cybersecurity strategies (including trends, risks, preparedness, mitigation, response, system improvements and business continuity strategies) to assess the security and integrity of the company’s information, systems and assets.● Discussed comprehensive company strategy for all business lines, including a focus on capital allocation and discipline.● Approved various avenues for enhancing shareholder returns such as increasing dividends and amending, renewing and accelerating the company’s normal course issuer bid programs.● Provided oversight in support of safety, environmental performance and sustainability.● Regularly discussed climate change policies, risks and Imperial’s climate strategy, including the company’s founding partnership in the Oil Sands Pathways to Net Zero initiative.● Reviewed various stages of key projects such as Strathcona’s renewable diesel project, Sarnia products pipeline and Kearl’s in pit tailings project.● Provided oversight of the company’s response to the COVID-19 pandemic. | |
| Role in risk oversight |
The company’s financial, execution and operational risk rests with management and the company is governed by well-established risk management systems. The board of directors are responsible for reviewing the company’s principal risks and overseeing the implementation of the appropriate systems to manage these risks. The board carefully considers these risks in evaluating the company’s strategic plans and specific proposals for capital expenditures and budget additions. It also approves and monitors compliance with the code of ethics and business conduct, and ensures that executive officers create a culture of integrity throughout the company. The board reviews the company’s information technology, systems and cybersecurity to ensure they adequately protect corporate information and assets. In 2021, the board’s role in risk oversight included the company’s continued response to the COVID-19 pandemic, with a focus on the health and safety of the company’s employees, contract partners, customers and communities. | |
| Disclosure policy |
The company is committed to full, true and plain public disclosure of all material information in a timely manner, in order to keep security holders and the investing public informed about the company’s operations. The full details of the corporate disclosure policy can be found on the company’s internet site at www.imperialoil.ca | |
| Independence |
The current board of directors is composed of seven directors, the majority of whom (five of seven) are independent. The five independent directors are not employees of the company. | |
| Committee members |
● K.T. Hoeg (chair) |
● J.M. Mintz● D.S. Sutherland |
||||
| ● M.C. Hubbs (vice-chair) |
||||||
| ● D.W. Cornhill |
| Number of meetings |
Five meetings of the audit committee were held in 2021. The committee members met in camera without management present and separately with the internal auditor and the external auditor at all regularly scheduled meetings. A pre-audit meeting also occurs prior to every regularly scheduled audit committee meeting with the chair of the audit committee and the chief financial officer and both the internal and external auditors. | |
| Committee highlights in 2021 |
● Reviewed and recommended for approval the interim and full year financial and operating results.● Reviewed and assessed the company’s system of internal controls and auditing procedures, and the results of the internal auditor’s audit program.● Reviewed and assessed the external auditor plan, performance and fees.● Reviewed evolving regulations and reporting obligations.● Reviewed the committee’s mandate and completed the committee self-assessment.● Performed external auditor performance evaluation.● Ensured the effectiveness of controls and procedures and integrity of financial statements was maintained while continuing to respond to the COVID-19 pandemic. | |
| Financial expertise |
The company’s board of directors has determined that D.W. Cornhill, K.T. Hoeg, M.C. Hubbs and D.S. Sutherland meet the definition of “audit committee financial expert”. The U.S. Securities and Exchange Commission has indicated that the designation of an audit committee financial expert does not make that person an expert for any purpose, or impose any duties, obligations or liability on that person that are greater than those imposed on members of the audit committee and board of directors in the absence of such designation or identification. All members of the audit committee are financially literate within the meaning of National Instrument 52-110 Audit Committees | |
| Role in risk oversight |
The audit committee also has an important role in risk oversight. The audit committee oversees risks associated with financial and accounting matters, including compliance with legal and regulatory requirements, and the company’s financial reporting and internal controls systems. In addition, it reviews the scope of PricewaterhouseCoopers’ audit in light of risks associated with the energy industry, the regulatory environment and company-specific financial audit risks. The committee also reviews financial statements and internal and external audit results, and any changes proposed to accounting principles and practices. With respect to the COVID-19 pandemic, the audit committee is also responsible for ensuring the reporting and internal controls are maintained as the company implements various response measures, including work from home arrangements. | |
| Independence |
The audit committee is composed entirely of independent directors. All members met board approved independence standards, as that term is defined in National Instrument 52-110 Audit Committees | |
| Committee members |
● D.S. Sutherland (chair) |
● K.T. Hoeg |
||||
| ● D.W. Cornhill (vice-chair) |
● M.C. Hubbs |
|||||
| ● M.R. Crocker |
● J.M. Mintz |
|||||
| None of the members of the executive resources committee currently serves as a chief executive officer of another company. | ||||||
| Number of meetings |
Six meetings of the executive resources committee were held in 2021. | |
| Committee highlights in 2021 |
● Reviewed executive compensation program and principles.● Reviewed strategic work planning and talent strategy plans.● Reviewed workforce and organizational changes.● Reviewed harassment policy and process outcomes.● Continued focus on succession planning for senior management positions.● Appointed a senior vice-president and general auditor as part of normal succession. | |
| Committee members relevant skills and experience |
D.W. Cornhill, K.T. Hoeg, M.C. Hubbs and D.S. Sutherland had extensive and lengthy experience in managing and implementing their respective companies’ compensation policies and practices in their past role as chief executive officers or members of senior management. Mr. Cornhill, Ms. Hoeg, Dr. Mintz and Mr. Sutherland serve or have served on compensation committees of one or more public companies. Accordingly, committee members are able to use this experience and knowledge derived from their roles with other companies in judging the suitability of the company’s compensation policies and practices. | |
| Role in risk oversight |
The executive resources committee oversees the compensation programs and practices that are designed to encourage appropriate risk assessment and risk management. | |
| Independence |
The members of the executive resources committee are independent, with the exception of M.R. Crocker, who is not considered to be independent under the rules of the U.S. Securities and Exchange Commission, Canadian securities rules and the rules of the NYSE American LLC due to his employment with Exxon Mobil Corporation. However, the Canadian Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled Corporations”, views Mr. Crocker as a related director and independent of management and who may participate as a member of the company’s executive resources committee. Mr. Crocker’s participation helps to ensure an objective process for determining compensation of the company’s officers and directors and assists the deliberations of this committee by bringing the views and perspectives of the majority shareholder. | |
| Committee members |
● J.M. Mintz (chair) |
● M.R. Crocker |
||||
| ● D.S. Sutherland (vice-chair) |
● K.T. Hoeg |
|||||
| ● D.W. Cornhill |
● M.C. Hubbs |
|||||
| Number of meetings |
Three meetings of the public policy and corporate responsibility committee were held in 2021. | |||||
| Committee highlights in 2021 |
● Personnel and process safety systems, performance and incident review.● Environmental performance review (greenhouse gas, other air emissions, water consumption).● Updates on Canadian policy, regulatory change, potential impacts and Imperial’s advocacy strategies (air quality, plastics, UN Declaration on the Rights of Indigenous Peoples).● Review of climate change policies, risks, potential impacts and Imperial’s advocacy and climate strategies.● Review of Imperial’s Sustainability Report and related environmental, social and corporate governance disclosures and Imperial’s disclosure strategy and plans. | |
| Role in risk oversight |
The public policy and corporate responsibility committee reviews and monitors the company’s policies and practices in matters of environment, health, personnel and process safety and security, which policies and practices are intended to mitigate and manage risk in these areas. This includes specific reviews with respect to climate risk and the company’s strategies to address these risks. It also includes pandemic and emergency response and continuity planning, which is a significant focus of reviews and discussions in relation to the COVID-19 pandemic. The committee receives regular reports from management on these matters. | |
| Independence |
The members of the public policy and corporate responsibility committee are independent, with the exception of M.R. Crocker. | |
| Committee members |
● D.W. Cornhill (chair) |
● K.T. Hoeg |
||||
| ● J.M. Mintz (vice-chair) |
● M.C. Hubbs |
|||||
| ● M.R. Crocker |
● D.S. Sutherland |
| Number of meetings |
Seven meetings of the nominations and corporate governance committee were held in 2021. | |||||
| Committee highlights in 2021 |
● Approval of the statement of corporate governance practices.● Engagement in board and committee self-assessment.● Recommendation of director compensation and increase to share ownership requirements.● Initiation and oversight of director recruitment process. | |||||
| Role in risk oversight |
The nominations and corporate governance committee oversees risk by implementing an effective program for corporate governance, including board composition and succession planning. | |||||
| Independence |
The members of the nominations and corporate governance committee are independent, with the exception of M.R. Crocker, who is not considered to be independent under the rules of the U.S. Securities and Exchange Commission, Canadian securities rules and the rules of the NYSE American LLC due to his employment with Exxon Mobil Corporation. However, the Canadian Coalition for Good Governance’s policy, “Governance Differences of Equity Controlled Corporations”, views Mr. Crocker as a related director and independent of management and who may participate as a member of the company’s nominations and corporate governance committee. Mr. Crocker’s participation helps to ensure an objective nominations process and assists the deliberations of this committee by bringing the views and perspectives of the majority shareholder. | |||||
● M.C. Hubbs (chair) |
||||||||
Committee |
● K.T. Hoeg (vice-chair) |
● M.R. Crocker |
||||||
members |
● D.W. Cornhill |
● J.M. Mintz |
||||||
● B.W. Corson |
● D.S. Sutherland |
|||||||
| | ||||||||
| Number of meetings |
One meeting of the community collaboration and engagement committee was held in 2021. | |||||||
| | ||||||||
| ● Imperial invested more than $11M in Canadian communities in 2020 as reported using the London Benchmark Group model – a global standard for measuring and reporting community investment. | ||||||||
| ● In 2021, Imperial paid more than $18.5M through community benefit agreements to Indigenous communities (2020:$17.5M). | ||||||||
| ● Recognized by the Canadian Council for Aboriginal Business with Silver level Progressive Aboriginal Relations (PAR) certification. | ||||||||
Committee |
● Showed up for our communities in 2021 as COVID-19 continued. | |||||||
| highlights in 2021 |
● Increased engagement with employee giving and volunteer matching ImpACT program – $600,000 given to 900 charities and non-profits across Canada. | |||||||
| ● Provided $2.5M in free fuel vouchers to 100,000 front-line healthcare workers in Healthcare Heroes 2.0 campaign. | ||||||||
| ● Donated $200,000 to Canadian Mental Health Association branches across operating areas in Fuel What Matters 2.0 campaign. | ||||||||
| ● Donated $150,000 towards vaccine education in Athabasca, Cold Lake and Southern Ontario. | ||||||||
| ● Raised $2.9M in United Way campaign from employee/annuitant and corporate donations. | ||||||||
| | ||||||||
Independence |
The majority of the members of the community collaboration and engagement committee are independent (five out of seven) with the exception of B.W. Corson and M.R. Crocker. | |||||||
| Directors’ compensation is intended to align the long-term financial interests of the directors with those of the shareholders. |

| Energy |
Non-energy | |
| Canadian Natural Resources Limited |
Air Canada | |
| Cenovus Energy Inc. |
Bank of Nova Scotia | |
| Enbridge Inc. |
BCE Inc. | |
| Ovintiv Inc. |
Canadian National Railway Company | |
| Parkland Fuel Corporation |
Nutrien Ltd. | |
| Suncor Energy Inc. |
Royal Bank of Canada | |
| TC Energy Corporation |
Sun Life Financial Inc. | |
| Teck Resources Limited | ||
| TELUS Corporation | ||
| Thomson Reuters Corporation | ||
| The Toronto-Dominion Bank | ||
| Director compensation |
||||
| Annual retainer terms: (a) |
From July 1, 2020 to June 30, 2021 |
Effective July 1, 2021 | ||
| Cash retainer: |
||||
| Board membership |
$110,000 annually | $110,000 annually | ||
| Committee chair |
None | None | ||
| Equity based compensation: |
||||
| 3,000 units | 3,300 units | |||
| Restricted stock units |
(which vest on the 5 th th |
(which vest on the 5 th th | ||
| anniversary of date of grant) | anniversary of date of grant) | |||
(a) |
The nonemployee directors may elect to take all or a portion of the cash retainer in the form of deferred share units. Nonemployee directors who are appointed to the board during any given year receive the full restricted stock unit grant and a prorated cash retainer based on the date of appointment. |
Director |
Election for 2021 director’s fees in cash (%) |
Election for 2021 director’s fees in deferred share units (%) | ||
| D.W. Cornhill |
22 | 78 | ||
| K.T. Hoeg |
0 | 100 | ||
| M.C. Hubbs |
0 | 100 | ||
| J.M. Mintz |
0 | 100 | ||
| D.S. Sutherland |
0 | 100 | ||
| (i) | the dollar amount of the nonemployee director’s fees for that calendar quarter that the director elected to receive as deferred share units; |
| (ii) | the average of the closing price of the company’s shares on the Toronto Stock Exchange for the five consecutive trading days (“average closing price”) immediately prior to the last day of that calendar quarter. |
| (i) | the cash dividend payable for a common share of the company divided by the average closing price immediately prior to the payment date for that dividend; |
| (ii) | the number of unexercised deferred share units held by the nonemployee directors on the dividend record date. |
| (i) | the cash dividend payable for a common share divided by the average closing price immediately prior to the payment date for that dividend; |
multiplied |
by |
| (ii) | the number of unvested restricted stock units held by the nonemployee directors on the dividend record date. |
| Director (a) |
Annual retainer for board membership and special committee ($) (b) |
Restricted stock units (RSU) (#) |
Total fees paid in cash ($) (c) |
Total value of deferred share units (DSU) ($) (d) |
Total value of restricted stock units (RSU) ($) (e) |
All other compen- sation ($) (f) |
Total compensation ($) | |||||||
| D.W. Cornhill |
125,000 | 3,300 | 27,500 | 97,500 | 145,464 | 20,209 | 290,673 | |||||||
| K.T. Hoeg |
120,000 | 3,300 | 0 | 120,000 | 145,464 | 65,389 | 330,853 | |||||||
| M.C. Hubbs |
120,000 | 3,300 | 0 | 120,000 | 145,464 | 20,829 | 286,293 | |||||||
| J.M. Mintz |
120,000 | 3,300 | 0 | 120,000 | 145,464 | 60,695 | 326,159 | |||||||
| D.S. Sutherland |
120,000 | 3,300 | 0 | 120,000 | 145,464 | 57,760 | 323,224 | |||||||
(a) |
As directors employed by the company or Exxon Mobil Corporation in 2021, B.W. Corson, D.C. Brownell and M.R. Crocker did not receive compensation for acting as directors. |
(b) |
D.W. Cornhill is chair of the special committee. |
(c) |
“Total fees paid in cash” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as cash. This amount is reported as “Fees earned” in the Director compensation table on page 142. |
(d) |
“Total value of deferred share units” is the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as deferred share units, as set out in the previous table on page 139. This amount plus the “Total value of restricted stock units” amount is shown as “Share-based awards” in the Director compensation table on page 142. |
(e) |
The values of the restricted stock units shown are the number of units multiplied by the closing price of the company’s shares on the date of grant, December 6, 2021 ($44.08). |
(f) |
Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units and the value of additional deferred share units granted in lieu of dividends on unvested deferred share units. In 2021, D.W. Cornhill received $10,708 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $9,501 in lieu of dividends on deferred share units. K.T. Hoeg received $15,436 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $49,953 in lieu of dividends on deferred share units. M.C. Hubbs received $8,160 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $12,669 in lieu of dividends on deferred share units. J.M. Mintz received $15,436 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $45,259 in lieu of dividends on deferred share units. D.S. Sutherland received $15,436 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $42,324 in lieu of dividends on deferred share units. |
| Name (a) |
Fees earned ($)(b) |
Share- based awards ($) (c) |
Option- based awards ($) |
Non-equity incentive plan compensation ($) |
Pension value ($) |
All other compensation ($) (d) |
Total ($) | |||||||
| D.W. Cornhill |
27,500 |
242,964 |
- |
- | - | 20,209 |
290,673 | |||||||
| K.T. Hoeg |
0 | 265,464 | - | - | - | 65,389 | 330,853 | |||||||
| M.C. Hubbs |
0 |
265,464 |
- | - | - | 20,829 |
286,293 | |||||||
| J.M. Mintz |
0 | 265,464 | - | - | - | 60,695 | 326,159 | |||||||
| D.S. Sutherland |
0 |
265,464 |
- | - | - | 57,760 |
323,224 | |||||||
(a) |
As directors employed by the company or Exxon Mobil Corporation in 2021, B.W. Corson, D.C. Brownell and M.R. Crocker did not receive compensation for acting as directors. |
(b) |
Represents all fees awarded, earned, paid or payable in cash for services as a director. The nonemployee directors are able to receive all or part of their directors’ fees in the form of deferred share units. |
(c) |
Represents the value of the restricted stock units (calculated by multiplying the number of units by the closing price of the company’s shares on the date of grant), plus the value of deferred share units (calculated by the portion of the “Annual retainer for board membership and special committee” that the director elected to receive as deferred share units as noted on page 139). |
(d) |
Amounts under “All other compensation” consist of dividend equivalent payments on unvested restricted stock units and the value of additional deferred share units granted in lieu of dividends on unvested deferred share units. In 2021, D.W. Cornhill received $10,708 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $9,501 in lieu of dividends on deferred share units. K.T. Hoeg received $15,436 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $49,953 in lieu of dividends on deferred share units. M.C. Hubbs received $8,160 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $12,669 in lieu of dividends on deferred share units. J.M. Mintz received $15,436 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $45,259 in lieu of dividends on deferred share units. D.S. Sutherland received $15,436 in dividend equivalent payments on restricted stock units and additional deferred share units valued at $42,324 in lieu of dividends on deferred share units. |
| Five-year look back at total compensation paid to nonemployee directors | ||
Year |
Amount ($) | |
| 2017 |
1,351,454 | |
| 2018 |
1,500,739 | |
| 2019 |
1,251,395 | |
| 2020 |
1,073,527 | |
| 2021 |
1,557,202 | |
Option-based awards |
Share-based awards | |||||||||||
| Name (a) |
Number of securities underlying unexercised options (#) |
Option exercise price ($) |
Option expiration date |
Value of unexercised in-the- money options ($) |
Number of shares or units of shares that have not vested (#) (b) |
Market or payout value of share-based awards that have not vested ($) (c) | ||||||
| D.W. Cornhill |
- | - | - | - | 25,853 | 1,179,429 | ||||||
| K.T. Hoeg |
- | - | - | - | 68,361 | 3,118,644 | ||||||
| M.C. Hubbs |
- | - | - | - | 26,683 | 1,217,292 | ||||||
| J.M. Mintz |
- | - | - | - | 63,730 | 2,907,383 | ||||||
| D.S. Sutherland |
- | - | - | - | 60,836 | 2,775,346 | ||||||
(a) |
As directors employed by the company or Exxon Mobil Corporation in 2021, B.W. Corson, D.C. Brownell and M.R. Crocker did not receive compensation for acting as directors. |
(b) |
Represents restricted stock units and deferred share units held as of December 31, 2021. |
(c) |
Value is based on the closing price of the company’s shares on December 31, 2021 ($45.62). |
| Name (a) |
Option-based awards – Value vested during the year ($) |
Share-based awards – Value vested during the year ($) (b) |
Non-equity incentive plan compensation – Value earned during the year ($) | |||
| D.W. Cornhill |
- | - | - | |||
| K.T. Hoeg |
- | 98,545 | - | |||
| M.C. Hubbs |
- | - | - | |||
| J.M. Mintz |
- | 98,545 | - | |||
| D.S. Sutherland |
- | 98,545 | - | |||
(a) |
As directors employed by the company or Exxon Mobil Corporation in 2021, B.W. Corson, D.C. Brownell and M.R. Crocker did not receive compensation for acting as directors. |
(b) |
Represents restricted stock units granted in 2014 and 2016, which vested in 2021. Value is based on the average of the weighted average price (as determined by the Toronto Stock Exchange) of common shares of the company on the vesting date and the four consecutive trading days immediately prior to the vesting date. |
| Minimum share ownership requirement |
Time to fulfill | |||
| Chairman, president and chief executive officer |
5 x base salary | Within 3 years of appointment | ||
| Independent directors | 16,500 shares | Within 5 years of initial appointment | ||
Director |
Director since |
Amount acquired since last report (February 17, (#)2021 to February 15, 2022) |
Total holdings (includes commo n shares, deferred share units and restricted stock units) (#) |
Market value of total holdings (a) ($) |
Minimum shareholding requirement |
Minimum requirement met | ||||||
| D.W. Cornhill |
November 29, 2017 | 6,069 | 38,353 | 2,140,097 | 16,500 | Yes | ||||||
| B.W. Corson |
September 17, 2019 | 78,200 | 234,600 | 13,090,680 | Five times base salary | Yes | ||||||
| K.T. Hoeg |
May 1, 2008 | 5,448 | 68,361 | 3,814,544 | 16,500 | Yes | ||||||
| M.C. Hubbs |
July 26, 2018 | 6,770 | 26,683 | 1,488,911 | 16,500 | Yes | ||||||
| J.M. Mintz |
April 21, 2005 | 5,325 | 64,730 | 3,611,934 | 16,500 | Yes | ||||||
| D.S. Sutherland |
April 29, 2010 | 5,248 | 115,836 | 6,463,649 | 16,500 | Yes | ||||||
| Total accumulated holdings (#) and value of directors’ holdings ($) |
548,563 |
$30,609,815 |
||||||||||
(a) |
The amount shown in the column “Market value of total holdings” is equal to the “Total holdings” multiplied by the closing price of the company’s shares on the proxy circular record date February 15, 2022 ($55.80). |
| The company is committed to high ethical standards through its policies and practices. |
| Commitment to stringent safeguards with trading restrictions and reporting for company insiders. |
| The company has a long history of valuing diversity on the board and in its executive management. |
| Designated group (a) |
Number |
Percent (%) | ||
| Women |
2 of 7 (board and nominees) 2 of 5 (independent directors) |
29 40 | ||
| Aboriginal peoples |
0 of 7 | 0 | ||
| Persons with disabilities |
0 of 7 | 0 | ||
| Members of visible minorities |
0 of 7 | 0 | ||
(a) |
Defined under the Employment Equity Act (Canada) |
| Designated group (a) |
Number |
Percent (%) | ||
| Women |
12 of 25 | 48 | ||
| Aboriginal peoples |
0 of 25 | 0 | ||
| Persons with disabilities |
0 of 25 | 0 | ||
| Members of visible minorities |
3 of 25 | 12 | ||
(a) |
Defined under the Employment Equity Act (Canada) |
| Shareholder engagement strategy focuses on wide-ranging dialogue between shareholders and management. |
| Exxon Mobil Corporation is the majority shareholder of the company, holding 69.6% of the company’s shares. |
Bradley W. Corson, 60 |
||
Calgary, Alberta, Canada |
||
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Position held at the end of 2021 (date office held): Chairman, president and chief executive officer (2020 – Present) Other positions in the past five years (position, date office held and status of employer): President (2019 – Present) President, ExxonMobil Upstream Ventures (2015 – 2019) (Affiliate) | |
Daniel E. Lyons, 59 |
||
Calgary, Alberta, Canada |
||
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Position held at the end of 2021 (date office held): Senior vice-president, finance and administration, and controller (2018 – Present) Other positions in the past five years (position, date office held and status of employer): Vice-president, downstream business services and downstream treasurer, Exxon Mobil Corporation (2015 – 2018) (Affiliate) | |
Simon P. Younger, 46 |
||
Calgary, Alberta, Canada |
||
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Position held at the end of 2021 (date office held): Senior vice-president, upstream (2020 – Present) Other positions in the past five years (position, date office held and status of employer): Vice-president, production, upstream (2019 – 2020) Senior planning advisor, corporate strategic planning, upstream, Exxon Mobil Corporation (2017 – 2019) (Affiliate) Vice-president, production and joint interest manager, ExxonMobil Qatar Limited (2015 – 2017) (Affiliate) | |
Bruce A. Jolly, 54 |
||
Calgary, Alberta, Canada |
||
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Position held at the end of 2021 (date office held): Assistant controller (2019 – Present) Other positions in the past five years (position, date office held and status of employer): Upstream controller (2018 – 2019) Controller, United States upstream production, Exxon Mobil Corporation (2016 – 2018) (Affiliate) | |
Jonathan R. Wetmore, 49 | ||
Calgary, Alberta, Canada |
||
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Position held (date office held): Vice-president, downstream and Western Canada fuels manager (2018 – Present) Other positions in the past five years (position, date office held and status of employer): Manager, supply and manufacturing (June 2017 – December 2017) Refinery manager, Fawley UK, UK Esso Petroleum Company Ltd (2013 – 2017) (Affiliate) | |
Sherri L. Evers, 45 |
||
Calgary, Alberta, Canada |
||
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Position held (date office held): Vice-president, commercial and corporate development (2021 – Present) Other positions in the past five years (position, date office held and status of employer): Fuels manager, Central and Eastern Canada, fuels and lubricants (2018 – 2020) Product exchange and analysis manager, refining and supply, Exxon Mobil Corporation (2016 – 2018) (Affiliate) | |
Kitty Lee, 45 |
||
Calgary, Alberta, Canada |
||
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Position held (date office held): Treasurer (2020 – Present) Other positions in the past five years (position, date office held and status of employer): Financial advisor, treasurer’s, Exxon Mobil Corporation (2019 – 2020) (Affiliate) Benefits finance manager, treasurer’s, Exxon Mobil Corporation (2018 – 2019) (Affiliate) Global coordination manager, controller’s, Exxon Mobil Corporation (2016 – 2018) (Affiliate) | |
Kristi L. Desjardins, 48 |
||
Calgary, Alberta, Canada |
||
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Position held (date office held): Vice-president, human resources (2020 – Present) Other positions in the past five years (position, date office held and status of employer): Human resources services manager, global human resources operations, Exxon Mobil Corporation (2018 – 2020) (Affiliate) Manager, human resources services (2017 – 2018) Manager, human resources services, operations (2014 – 2017) | |
Constance D. Gemmell, 55 | ||
Calgary, Alberta, Canada |
||
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Position held (date office held): Director, corporate tax (2018 – Present) Other positions in the past five years (position, date office held and status of employer): Manager, income tax planning and advice (2013 – 2018) | |
Kimberly J. Haas, 48 |
||
Sarnia, Ontario, Canada |
||
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Position held (date office held): Vice-president, chemicals and Sarnia chemical plant manager (2020 – Present) Other positions in the past five years (position, date office held and status of employer): Project executive, chemicals, global operations, Exxon Mobil Chemical Company (2020) (Affiliate) Process manager, Baytown olefins plant, Exxon Mobil Chemical Company, (2016 – 2020) (Affiliate) | |
Ian R. Laing, 48 |
||
Calgary, Alberta, Canada |
||
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Position held (date office held): Vice-president, general counsel and corporate secretary (2020 – Present) Other positions in the past five years (position, date office held and status of employer): Assistant general counsel, downstream and corporate departments and corporate secretary (2019 – 2020) Assistant general counsel, upstream (2017 – 2018) | |
· |
align the interests of its executives with long-term shareholder interests; |
· |
encourage executives to manage risk and take a long-term view when making investments and managing the assets of the business; |
· |
reinforce the company’s philosophy that the experience, skill, and motivation of the company’s executives are significant determinants of future business success; and |
· |
promote career orientation and strong individual performance. |
2021 Compensation program highlights | ||
Base salary |
· 2021 salaries were held at 2020 levels, reflective of market conditions at the time of decision | |
| For 2022, the executive resources committee granted salary increases to named executive officers consistent with the salary program for executives. Individual salary increases take into account individual performance, level of responsibility, and experience; and reflects market analysis and competitiveness at time of decision in 2021 | ||
Annual bonus |
· 2021 bonus award was paid in full in year of grant rather than a combination of cash and earnings bonus units, consistent with market practice and resulting in a stronger link to earnings performance and individual performance differentiation. | |
Restricted stock units |
· The executive resources committee granted awards consistent with program design; no make-up grants were awarded to address lower value of 2020 award grants· The value of long-term awards increased year-over-year, reflecting stock price recovery; changes in award grants for named executive officers reflect individual performance and/or change in pay grade | |
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The company takes a long-term view to managing its business. |
· |
Large, accessible upstream resources; |
· |
Mature, competitive downstream markets; |
· |
Evolving environmental, fiscal, and energy policies impacting global competitiveness; and |
· |
Market access limitations and uncertainties. |
· |
Long-life, competitively advantaged assets; |
· |
Disciplined investment and cost management; |
· |
Value-chain integration and synergies; |
· |
High-impact technologies and innovation; and |
· |
Operational excellence and responsible growth. |
· |
Deliver industry-leading performance in safety, emissions reductions, environmental performance and reliability; |
· |
Grow profitable production and sales volumes; |
· |
Disciplined and long-term focus on improving the productivity of the company’s asset mix; and |
· |
Best-in-class |
| Element |
Base salary |
Annual bonus |
Restricted stock units | |||
| Percent of total direct compensation (a) |
· Approximately 30 percent |
· Approximately 10 to 20 percent |
· Approximately 50 percent or more | |||
| Intent |
· Provide competitive base pay |
· Link pay to annual company earnings performance· Provide near-term performance payment |
· Link pay to returns of long-term shareholders· Encourages long-term view through commodity price cycle | |||
| Key design features |
· Increase determined by individual performance, level of responsibility, experience, and pay grade· Ties directly to long-term benefits (pension & savings plans) |
· Paid in year of grant· Bonus award pool shifts in line with year-over-year earnings· Individual award determined by performance and pay grade· Full award subject to clawback |
· Granted in the form of stock units· CEO: 50 percent vests in 5 years from grant date; 50 percent in 10 years· All other executives and employees: 50 percent vests in 3 years from grant date; 50 percent in 7 years· Long restriction periods· Significant portion of pay at risk of forfeiture | |||
| Pay at risk |
· Fixed pay |
· Variable pay at risk |
· Variable pay at risk | |||
| (a) Total direct compensation includes salary, the annual bonus, and the grant date fair value of the restricted stock unit award which is equal to the price of the company’s common shares on the date of grant. | ||||||
· |
protect the safety and security of our employees, the communities, and the environment in which we operate; |
· |
manage risk and operate the business with effective business controls; |
· |
create sustainable value for company shareholders by increasing shareholder return, net income, and return on average capital employed*; and |
· |
advance the long-term strategic direction of the company. |
| Compensation components |
Risk management | |
| Common programs |
· All executives employed by the company, including the named executive officers, participate in common programs (the same salary, incentive, and retirement programs). Similar compensation design features and allocation of awards within the programs discourage inappropriate risk taking. The compensation of executives is differentiated based on individual performance assessment, level of responsibility, and individual experience. | |
| · All executives on assignment from an affiliate of the company, including the named executive officers on assignment from Exxon Mobil Corporation and Esso Australia Pty Ltd., also participate in common programs that are administered by Exxon Mobil Corporation or such affiliates. The named executive officers on assignment receive the company’s restricted stock units.· The executive resources committee reviews and approves compensation recommendations for each named executive officer prior to implementation. | ||
| Annual bonus |
· Recoupment (“claw-back”) and forfeiture – The entire annual bonus is subject to claw-back and any delayed portion of the annual bonus is subject to forfeiture in the event of material negative restatement of the company’s reported financial or operating results. This reinforces the importance of the company’s financial controls and compliance programs. Claw-back and forfeiture provisions also apply if an executive resigns or engages in detrimental activity. | |
| Restricted stock units |
· Long holding periods – To further reinforce the importance of risk management and a long-term investment orientation, senior executives are required to hold a substantial portion of their equity incentive award for periods that far exceed the typical holding periods of comparator stock programs. The lengthy holding periods are tailored to the company’s business model.· Risk of forfeiture – During these long holding periods, the restricted stock units are at risk of forfeiture for resignation or detrimental activity. The long vesting periods on restricted stock units and the risk of forfeiture together support an appropriate risk/reward profile that reinforces the long-term orientation expected of senior executives. | |
| Pension |
· The company’s defined benefit pension plan and supplemental pension arrangements are highly dependent on executives remaining with the company for a career and performing at the highest levels until retirement. This dimension of total compensation encourages executives to take a long-term view when making business decisions and to focus on achieving sustainable growth for shareholders. |
· |
A long established program of management development and succession planning is in place to reinforce a career orientation and ensure continuity of leadership; |
· |
The use of perquisites at the company is very limited, and mainly composed of financial planning for senior executives and the selective use of club memberships which are largely tied to building business relationships; and |
· |
Tax assistance is provided for employees on expatriate assignment. This assistance consists primarily of a tax equalization component designed to maintain the employees’ overall income tax burden at approximately the same level it would have otherwise been, had they remained in their home country. The expatriate relocation program is broad-based and applies to all executive, management, professional and technical transferred employees. |
· |
safety, health, and environmental performance; |
· |
risk management; |
· |
total shareholder return; |
· |
net income; |
· |
return on average capital employed*; |
· |
cash flow from operations and asset sales*; |
· |
operating performance of the upstream, downstream, and chemical segments; and |
· |
progress on advancing government relations and long-term strategic interests. |
| The company’s compensation program is designed to reward performance, promote retention, and encourage long-term business decisions. |
· |
2021 salaries were held at 2020 levels, reflective of market conditions at the time of decision. |
· |
For 2022, the executive resources committee granted salary increases to named executive officers consistent with the salary program for executives. |
· |
considers input from the chairman, president and chief executive officer on performance of the company and from the company’s internal compensation advisors regarding compensation trends as obtained from external consultants; |
· |
considers the linkage to the majority shareholder’s bonus program given the company’s working interest is included in Exxon Mobil Corporation earnings; |
· |
considers annual net income of the company; and |
· |
uses judgment to manage the overall size of the annual bonus program taking into consideration the cyclical nature and long-term orientation of the business. |
· |
2021 bonus award was paid in full in year of grant rather than a combination of cash and earnings bonus units, consistent with market practice and resulting in a stronger link to earnings performance and individual performance differentiation. |
· |
This resulted in 49 executives receiving an annual bonus in 2021, compared to no executives who received an annual bonus in 2020. The cost of the 2021 annual bonus program was $4.2 million versus $0 in 2020 and $3.2 million in 2019. |
· |
Earnings bonus units are cash awards that are tied to future cumulative earnings per share. |
· |
Earnings bonus units pay out when a specified level of cumulative earnings per share (or trigger) is achieved or in three years at a reduced level. The trigger is intentionally set at a level that is expected to be achieved within the three-year period and reinforces the company’s principle of sustained improvement in the company’s business performance and aligns the interests of executives with those of long-term shareholders; and |
· |
If cumulative earnings per share do not reach the trigger within three years, the payment with respect to the earnings bonus units will be reduced to an amount equal to the number of units multiplied by the actual cumulative earnings per share over the three-year period. The amount of the award, once vested, will never exceed the original grant value. The delayed payout of the earnings bonus units puts part of the annual bonus at risk of forfeiture and thus reinforces the performance basis of the annual bonus grant. |
· |
An executive retires before normal retirement time. |
· |
The company has indicated its intention not to forfeit outstanding awards of employees who retire at age 65. In other circumstances, where a recipient retires before age 65, the company may determine that awards shall not be forfeited. |
· |
An executive’s employment with the company terminates (for any reason, whether at initiative of employee, the company or otherwise) the company may determine that awards shall not be forfeited. |
· |
An executive, without the consent of the company, engages in any activity, during employment or after retirement or termination of employment, which is detrimental to the company, including working for a competitor; or |
· |
There is a material negative restatement of the company’s reported financial or operating results. For executive officers of the company, some or all of any unvested earnings bonus units granted in the three years prior to the restatement are subject to forfeiture. In addition, any cash amounts received from bonus or earnings bonus units that were paid out up to five years prior to the restatement are subject to claw-back. |
The vesting periods of the company’s long-term incentive program are greater than those in use by comparator companies. |
| Employee group |
Vesting On the anniversary of the date of grant | |
| For the chairman, president and chief executive officer |
50 percent in 5 years and 50 percent in 10 years | |
| For all other employees |
50 percent in 3 years and 50 percent in 7 years | |
· |
increasing the shares served for issuance; |
· |
increasing the vesting price; |
· |
extending eligibility to participate in the plan to persons not included in the plan; |
· |
extending the right of a grantee to transfer or assign RSUs; or |
· |
adjusting the vesting date for any RSUs previously granted. |
· |
The executive resources committee granted awards in keeping with program design; no make-up grants to address lower value of 2020 award grants. |
· |
The value of long-term awards increased year-over-year, reflecting stock price recovery; changes in award grants for named executive officers reflect individual performance and/or change in pay grade. |
· |
In 2021, 386 recipients, including 57 executives, were granted 680,720 restricted stock units. |
· |
A recipient retires before normal retirement time. |
· |
The company has indicated its intention not to forfeit restricted stock units of employees who retire at age 65. In other circumstances where a recipient retires before age 65, the company may determine that restricted stock units shall not be forfeited. |
· |
A recipient’s employment with the company terminates (for any reason, whether at initiative of employee, the company or otherwise) the company may determine that restricted stock units shall not be forfeited. |
· |
A recipient, without the consent of the company, engages in any activity, during employment or after retirement or termination of employment, which is detrimental to the company, including working for a competitor. |
· |
With respect to executives, at any time prior to vesting of the outstanding awards. |
· |
With respect to all other employees, for a period of up to three years after retirement or the termination of employment. |
· |
An annual benefit equal to 1.6 percent multiplied by final average earnings multiplied by years of service, with a partial offset for applicable government pension benefits. Final average earnings consists of base salary over the highest 36 consecutive months in the 10 years of service prior to retirement. |
· |
An option to forego a portion of the company’s matching contributions to the savings plan in order to receive an additional 0.4 percent of final average earnings. |
· |
Mr. Corson and Mr. Lyons participate in the Exxon Mobil Corporation defined benefit plan. Under this plan, the pension is payable in U.S. dollars and is calculated based on final average base salary over the highest 36 consecutive months in the 10 years of service prior to retirement, and the average annual bonus for the three highest grants of the last five awarded prior to retirement, but do not include restricted stock units. |
· |
Mr. Younger participates in the Esso Australia Pty Ltd. defined benefit plan. Under this plan, the pension is payable in Australian dollars and is calculated based on final average base salary over the highest 12 consecutive months in the 10 years of service prior to retirement. |
· |
Canadian companies or Canadian affiliates; |
· |
large operating scope and complexity; |
· |
capital intensive; and |
· |
proven sustainability. |
· |
Energy: |
· |
Non-energy: |
· |
better respond to changing business conditions; |
· |
manage salaries based on a career orientation; |
· |
minimize potential for automatic increasing of salaries, which could occur with an inflexible and narrow target among benchmarked companies; and |
· |
differentiate executives’ salaries based on performance and experience levels. |
2021 Key business results |
· |
Continued to protect our workforce during the pandemic and delivered strong safety performance and effective enterprise risk management. |
· |
Recognized as one of Canada’s best employers by Forbes and one of Canada’s top employers by Mediacorp Canada Inc. |
· |
Demonstrated clear commitment to sustainability: |
· |
Published Imperial’s Corporate Sustainability Report. |
· |
Announced the launch of the Oil Sands Pathways to Net Zero industry alliance. |
· |
In January 2022, announced plans for further greenhouse gas emissions intensity reductions at the company’s operated oil sands facilities, anticipating a 30 percent reduction by 2030, compared to 2016 levels in support of its goal to achieve net zero emissions in its operated oil sands assets by 2050. |
· |
Awarded silver level of certification with Progressive Aboriginal Relations. |
· |
Strong financial performance: |
· |
Positioned Imperial to take advantage of higher commodity prices by structurally lowering operating and capital expenditures. |
· |
Net income of $2,479 million, driven by attractive market conditions, structural cost reductions, and reliable operations. |
· |
Generated about $5.5 billion in cash flow from operating activities and with disciplined capital spending achieved about $4.5 billion in free cash flow*. |
· |
Increased quarterly dividend to $0.27 per share starting in the second quarter of 2021, increasing the annual dividend paid for the 27th consecutive year while maintaining stable debt levels. |
· |
Record shareholder returns of nearly $3 billion; including dividends of about $0.7 billion and share repurchases of about $2.2 billion under its normal course issuer bid. |
· |
Strong Upstream operational performance: |
· |
428,000 gross oil-equivalent barrels per day of full-year upstream production; the highest in over 30 years driven by reliability improvements, production recovery and capacity enhancements, and continued focused, high return investment. |
· |
Highest ever annual total gross production at Kearl of 263,000 barrels per day. |
· |
Following implementation of a multi-year plan, successfully transitioned Kearl to a single annual turnaround, one year ahead of schedule. |
· |
Successful startup of first Kearl Boiler flue gas unit reducing both operating expenses and greenhouse gas emissions. |
· |
Increased year-over-year production at Cold Lake driven by higher reliability and production enhancement initiatives including field optimizations and drilling. |
· |
Successfully started the Liquid Addition to Steam for Enhanced Recovery (LASER) Project at Cold Lake’s Mahkeses plant. This latest deployment of Imperial’s enhanced recovery solvent technology improves productivity and is expected to enable up to a 25 percent greenhouse gas intensity reduction for the associated production. |
· |
Syncrude operatorship successfully transferred from Syncrude Canada to Suncor; in an effort to maximize profitability and improve reliability for the asset. |
· |
Strong Downstream and Chemical operational performance: |
· |
Refinery capacity utilization for 2021 increased by nine percent to 89 percent despite a significant turnaround at Strathcona. |
· |
Progressed Sarnia Products Pipeline project to increase capacity, improve reliability of supply, and structurally lower logistics costs and increase sales in the high-value Toronto market. |
· |
Announced plans to construct a world-class renewable diesel complex at Strathcona refinery; a final investment decision is expected in the fourth quarter of 2022 and will be based on several factors. |
· |
Record diluent production at Strathcona and record asphalt production at Nanticoke. |
· |
Strong polyethylene margins and asset reliability led to highest full-year Chemicals net income in over 30 years of $361 million. |
· |
performance of the company; |
· |
individual performance; |
· |
long-term strategic plan of the business; and |
· |
annual compensation of comparator companies. |

· |
Cash flow from operating activities and asset sales is a non-GAAP financial measure that is the sum of the net cash provided by operating activities and proceeds from asset sales reported in the consolidated statement of cash flows. |
· |
Return on average capital employed is a non-GAAP financial measure that is a measure of capital productivity, and equals net income excluding the after-tax cost of financing divided by total average capital employed. Capital employed is property, plant and equipment, and other assets, less liabilities, excluding both short-term and long-term debt, plus the company’s share of equity company debt. |
· |
Free cash flow is a non-GAAP financial measure that is cash flows from operating activities less additions to property, plant and equipment and equity company investments plus proceeds from asset sales. The most directly comparable financial measure that is disclosed in the financial statements is cash flows from (used in) operating activities within the company’s consolidated statement of cash flows. This measure is used to evaluate cash available for financing activities (including but not limited to dividends and share purchases) after investment in the business. |
millions of Canadian dollars |
2021 |
|||
| From Imperial’s Consolidated statement of cash flows |
||||
| Cash flows from (used in) operating activities |
5,476 |
|||
| Cash flows from (used in) investing activities |
||||
| Additions to property, plant and equipment |
(1,108) |
|||
| Proceeds from asset sales |
81 |
|||
| Loans to equity companies - net |
15 |
|||
| Free cash flow |
4,464 |
|||
| Name and principal position at the end of 2021 |
Year |
Salary ($) (c) |
Share- based awards ($) (d) |
Option- based awards ($) (e) |
Non-equity incentiveplan compensation ($) |
Pension value ($) (h) |
All other compensation ($) (i) |
Total compensation ($) (j) | ||||||||||
| Annual incentive plans (f) |
Long-term incentive plans (g) | |||||||||||||||||
2021 |
968,956 |
3,447,056 |
- |
956,421 |
0 |
1,200,091 |
2,178,025 |
8,750,549 | ||||||||||
| B.W. Corson (b) Chairman, president and chief executive officer (since September 17, 2019) |
||||||||||||||||||
| 2020 | 996,734 | 1,897,132 | - | - | 0 | (340,046) | 1,945,980 | 4,499,800 | ||||||||||
| 2019 (a) |
||||||||||||||||||
| 187,070 | 2,532,116 | - | 376,176 | 317,791 | (63,715) | 151,909 | 3,501,347 | |||||||||||
2021 |
646,806 |
1,163,712 |
- |
439,979 |
0 |
463,757 |
784,104 |
3,498,358 | ||||||||||
| D.E. Lyons (b) Senior vice-president, finance and administration, and controller (since May 1, 2018) |
||||||||||||||||||
| 2020 | 689,307 | 553,128 | - | - | 0 | (207,474) | 1,516,702 | 2,551,663 | ||||||||||
| 2019 | 665,551 | 621,696 | - | 135,344 | 135,341 | (150,729) | 545,109 | 1,952,312 | ||||||||||
2021 |
545,996 |
714,096 |
- |
250,449 |
0 |
81,762 |
415,505 |
2,007,808 | ||||||||||
| S.P. Younger (b) Senior vice-president, upstream (since July 1, 2019) |
||||||||||||||||||
| 2020 | 527,126 | 393,012 | - | - | 0 | (299,441) | 555,097 | 1,175,794 | ||||||||||
| 2019 (a) |
||||||||||||||||||
| 249,870 | 674,962 | - | 79,747 | 81,927 | 64,157 | 385,445 | 1,536,108 | |||||||||||
2021 |
450,000 |
749,360 |
- |
237,332 |
0 |
268,900 |
91,487 |
1,797,079 | ||||||||||
| B.A. Jolly |
||||||||||||||||||
| Assistant controller |
2020 | 444,500 | 393,012 | - | - | 0 | 23,300 | 76,767 | 937,579 | |||||||||
| (since August 1, 2019) |
||||||||||||||||||
| 2019 | 413,333 | 427,416 | - | 63,300 | 75,954 | (118,700) | 70,093 | 931,396 | ||||||||||
| J.R. Wetmore Vice-president, downstream and Western Canada fuels manager (since January 1, 2018) |
2021 |
432,100 |
581,856 |
- |
157,555 |
0 |
56,200 |
59,028 |
1,286,739 | |||||||||
| 2020 |
427,100 | 320,232 | - | - | 0 | 87,500 | 50,885 | 885,717 | ||||||||||
| 2019 | 405,600 | 382,084 | - | 47,000 | 60,032 | 184,300 | 47,073 | 1,126,089 | ||||||||||
(a) |
The compensation for B.W. Corson and S.P. Younger for the first year of their assignment has been prorated based on the start of their assignment. Mr. Corson was appointed as president of the company effective September 17, 2019. Mr. Corson’s expatriate assignment from Exxon Mobil Corporation, an affiliate in the U.S., formally started November 1, 2019 reflecting a transition period from his previous role. The company incurred costs related to Mr. Corson’s compensation from November 1, 2019 onwards, and a portion of his compensation between his appointment on September 17 and formal assignment on November 1, for service he provided to the company during this period. Mr. Younger has been on expatriate assignment from Esso Australia Pty Ltd., an affiliate in Australia, since July 1, 2019. |
(b) |
The compensation for B.W. Corson, D.E. Lyons, and S.P. Younger is paid directly by Exxon Mobil Corporation and respective affiliates, with the exception of the compensation related to the vesting of the company’s restricted stock units and dividend equivalents on outstanding restricted stock units. They also receive employee benefits under their respective affiliates’ employee benefit plans, and not under the company’s employee benefit plans. The company reimburses the respective affiliates for applicable compensation paid and employee benefits provided to them. The company does not reimburse Exxon Mobil Corporation for the cost of incentive awards granted by Exxon Mobil Corporation. |
(c) |
2021 salaries were held at 2020 levels, reflective of market conditions at the time of the decision. The 2019 and 2020 salary increases were granted to all executives including the named executive officers throughout the calendar year rather than being granted on January 1. The amounts listed in the “Salary” column for each named executive officer on expatriate assignment (B.W. Corson, D.E. Lyons and S.P. Younger) are paid in their local currency, but disclosed in Canadian dollars. Mr. Corson’s and Mr. Lyons’ salaries are paid in U.S. dollars and were converted to Canadian dollars at the average 2021 exchange rate of 1.2535. In 2020 and 2019, the average exchange rate was 1.3415 and 1.3269 respectively. Mr. Younger’s salary is paid in Australian dollars and was converted to Canadian dollars at the average 2021 exchange rate 0.9421. In 2020 and 2019, the average exchange rate was 0.9247 and 0.9228. Differences between the 2020 and 2021 salaries are due to the interval of salary increases in 2020 and the variation on the exchange rates. |
(d) |
The grant date fair value equals the number of restricted stock units multiplied by the closing price of the company’s shares on the date of grant. The closing price of the company’s shares on the grant date in 2021 was $44.08, which is the same as the accounting fair value for the restricted stock units on the date of grant. The closing price of the company’s shares on the grant date in 2020 was $24.26 and in 2019 was $32.38, which is the same as the accounting fair value for the restricted stock units on the date of grant. The company chose this method of valuation as it believes it results in the most accurate representation of fair value. |
(e) |
The company has not granted stock options since 2002. The stock option plan expired in 2012. |
(f) |
The amounts listed in the “Annual incentive plans” column for each named executive officer represent their 2021 cash bonus. In 2021, the bonus award was paid in full as a cash bonus in the year of grant rather than a combination of cash and earnings bonus units. In 2020, the company suspended the annual cash bonus program, and therefore no cash payment was made. B.W. Corson, D.E. Lyons, and S.P. Younger participate in Exxon Mobil Corporation’s annual cash bonus program, which is similar to the company’s plan, and is paid in U.S. dollars, but disclosed in Canadian dollars. In 2021, Exxon Mobil Corporation’s bonus award was also paid in full as a cash bonus in the year of grant rather than a combination of cash and earnings bonus units. In 2020, Exxon Mobil Corporation’s annual bonus program was also suspended. For amounts paid in 2021 and 2019 in U.S. dollars, they were converted to Canadian dollars at the average exchange rate of 1.2535 and 1.3269 respectively. |
(g) |
The amounts listed in the “Long-term incentive plans” column represent earnings bonus units related to prior year grants that paid out in year. In 2021 and 2020, the maximum settlement value (trigger) or cumulative earnings per share was not achieved, therefore no payments were made. B.W. Corson, D.E. Lyons, and S.P. Younger participate in Exxon Mobil Corporation’s program, which is similar to the company’s program, and is paid in U.S. dollars, but disclosed in Canadian dollars. Under the Exxon Mobil Corporation’s program, the maximum settlement value (trigger) or cumulative earnings per share was not achieved, therefore no payments were made in 2021 and 2020. For amounts paid in 2019 in U.S. dollars, they were converted to Canadian dollars at the average exchange rate of 1.3269. |
(h) |
“Pension value” is the “Compensatory change” in pensions as of December 31, 2021 as set out in the “Pension plan benefits” table on page 177. |
(i) |
The amounts listed in the “All other compensation” column include dividend equivalent payments on restricted stock units granted, savings plans contributions, expatriate assignment costs, parking and the cost of perquisites including financial planning and business club memberships, as well as security costs and costs associated with participation in Exxon Mobil Corporation’s executive life insurance benefit plan, as applicable. For B.W. Corson and D.E. Lyons, Exxon Mobil Corporation suspended its company contributions to saving plans effective October 1, 2020 and reinstated its company contributions on October 1, 2021. |
• |
For each named executive officer, the aggregate value of perquisites received in 2021 was not greater than $50,000 or 10 percent of the named executive officer’s base salary. |
• |
It is noted that in 2021, the actual dividend equivalent payments on the company restricted stock units were $136,068 for B.W. Corson, $54,960 for D.E. Lyons, $12,312 for S.P. Younger, $60,419 for B.A. Jolly, and $52,245 for J.R. Wetmore. The dividend equivalent payments on Exxon Mobil Corporation’s restricted stock were $507,904 for Mr. Corson, $85,526 for Mr. Lyons and $112,868 for Mr. Younger; these amounts were paid in U.S. dollars and converted to Canadian dollars at the average 2021 exchange rate of 1.2535. |
• |
For the named executive officers on expatriate assignment (B.W. Corson, D.E. Lyons and S.P. Younger), “All other compensation” also includes expatriate assignment costs which consist of expatriate allowances and the net effect of tax equalization costs in the year. Tax equalization costs include the net effect of taxes paid by the companies to local taxing authorities on behalf of the named executive officer offset by a withholding from their income that approximates the amount of tax they would pay if they had not gone on expatriate assignment. Tax equalization is an integral part of the expatriate relocation program and is designed to maintain an individual’s overall tax burden at approximately the same level it would have otherwise been, had they remained in their home country. Tax equalization amounts vary from one year to the next and the net impact may be positive or negative in the year. |
(j) |
“Total compensation” consists of the total dollar value of “Salary”, “Share-based awards”, “Option-based awards”, “Non-equity incentive plan compensation”, “Pension value” and “All other compensation”. |
Option-based awards |
Share-based awards | |||||||||||||
Name |
Number of securities underlying unexercised options (#) |
Option exercise price ($) |
Option expiration date |
Value of unexercised in-the- money options ($) |
Number of shares or units of shares that have not vested (#) (d) |
Market or payout value of share- based awards that have not vested ($) (d) |
Market or payout value of vested share- based awards not paid out or distributed ($) | |||||||
| B.W. Corson (a) |
- | - | - | - | 234,600 | 10,702,452 | - | |||||||
| D.E. Lyons (b) |
- | - | - | - | 78,000 | 3,558,360 | - | |||||||
| S.P. Younger (c) |
- | - | - | - | 32,400 | 1,478,088 | - | |||||||
| B.A. Jolly |
- | - | - | - | 68,600 | 3,129,532 | - | |||||||
| J.R. Wetmore |
- | - | - | - | 56,900 | 2,595,778 | - | |||||||
(a) |
B.W. Corson was granted restricted stock units from 2019 to 2021 under the company’s plan. With respect to previous years, Mr. Corson participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan. Under that plan, Mr. Corson held 88,000 Exxon Mobil Corporation restricted stock whose value on December 31, 2021 was $6,826,748 based on a closing price for Exxon Mobil Corporation shares on December 31, 2021 of $61.19 U.S., which was converted to Canadian dollars at the December 31, 2021 close rate of 1.2678 provided by the Bank of Canada. |
(b) |
D.E. Lyons was granted restricted stock units from 2018 to 2021 under the company’s plan. With respect to previous years, Mr. Lyons participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan. Under that plan, Mr. Lyons held 14,400 Exxon Mobil Corporation restricted stock whose value on December 31, 2021 was $1,117,104 based on a closing price for Exxon Mobil Corporation shares on December 31, 2021 of $61.19 U.S., which was converted to Canadian dollars at the December 31, 2021 close rate of 1.2678 provided by the Bank of Canada. |
(c) |
S.P. Younger was granted restricted stock units in 2020 and 2021 under the company’s plan. With respect to previous years, Mr. Younger participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan. Under that plan, Mr. Younger held 19,900 Exxon Mobil Corporation restricted stock whose value on December 31, 2021 was $1,543,776 based on a closing price for Exxon Mobil Corporation shares on December 31, 2021 of $61.19 U.S., which was converted to Canadian dollars at the December 31, 2021 close rate of 1.2678 provided by the Bank of Canada. |
(d) |
Represents the total of the outstanding restricted stock units received from the company plan in 2014 through 2021. The value is based on the closing price of the company’s shares on December 31, 2021 of $ 45.62. |
Name |
Option-based awards – Value vested during the year ($) |
Share-based awards – Value vested during the year ($) (d) |
Non-equity incentive plan compensation – Value earned during the year ($) (e) | |||
| B.W. Corson (a) |
- | - | - | |||
| D.E. Lyons (b) |
- | 411,322 | - | |||
| S.P. Younger (c) |
- | - | - | |||
| B.A. Jolly |
- | 494,871 | 237,332 | |||
| J.R. Wetmore |
- | 434,887 | 157,555 | |||
(a) |
Although B.W. Corson received restricted stock units under the company’s plan from 2019 to 2021, these restricted stock units have not vested. In previous years, Mr. Corson participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan. In 2021, restrictions were removed on 28,100 Exxon Mobil Corporation restricted stock having a value as at December 31, 2021 of $2,179,905 based on the closing price of Exxon Mobil Corporation common shares of $61.19 U.S., which was converted to Canadian dollars at the December 31, 2021 close rate of 1.2678 provided by the Bank of Canada. B.W. Corson participates in Exxon Mobil Corporation’s annual bonus program, which is similar to the company’s annual bonus program. In 2021, B.W. Corson received $956,421 with respect to the annual cash bonus, which was paid in U.S. dollars and converted to Canadian dollars at the average 2021 exchange rate of 1.2535. The maximum settlement value (trigger) or cumulative earnings per share was not achieved for earnings bonus units granted in prior years, and therefore no earnings bonus unit payments were made. |
(b) |
Although D.E. Lyons received restricted stock units under the company’s plan from 2018 to 2021, these restricted stock units have not vested. In previous years, Mr. Lyons participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan. In 2021, restrictions were removed on 5,150 Exxon Mobil Corporation restricted stock having a value as at December 31, 2021 of $399,520 based on the closing price of Exxon Mobil Corporation common shares of $61.19 U.S., which was converted to Canadian dollars at the December 31, 2021 close rate of 1.2678 provided by the Bank of Canada. D.E. Lyons participates in Exxon Mobil Corporation’s annual bonus program, which is similar to the company’s annual bonus program. In 2021, D.E. Lyons received $439,979 with respect to the annual cash bonus, which was paid in U.S. dollars and converted to Canadian dollars at the average 2021 exchange rate of 1.2535. The maximum settlement value (trigger) or cumulative earnings per share was not achieved for earnings bonus units granted in prior years, and therefore no earnings bonus unit payments were made. |
(c) |
Although S.P. Younger received restricted stock units under the company’s plan in 2020 and 2021, these restricted stock units have not vested. In previous years, Mr. Younger participated in Exxon Mobil Corporation’s restricted stock plan, which is similar to the company’s restricted stock unit plan. In 2021, restrictions were removed on 5,900 Exxon Mobil Corporation restricted stock having a value as at December 31, 2021 of $457,702 based on the closing price of Exxon Mobil Corporation common shares of $61.19 U.S., which was converted to Canadian dollars at the December 31, 2021 close rate of 1.2678 provided by the Bank of Canada. S.P. Younger participates in Exxon Mobil Corporation’s annual bonus program, which is similar to the company’s annual bonus program. In 2021, S.P. Younger received $250,449 with respect to the annual cash bonus, which was paid in U.S. dollars and converted to Canadian dollars at the average 2021 exchange rate of 1.2535. The maximum settlement value (trigger) or cumulative earnings per share was not achieved for earnings bonus units granted in prior years, and therefore no earnings bonus unit payments were made. |
(d) |
These values show restricted stock units granted by the company that vested in 2021. The value is based on the five day average closing price of the company’s shares, which includes the vesting date and the four preceding trading days. For D.E. Lyons, the values represent restricted stock units granted in 2018. For B.A. Jolly and J.R. Wetmore, the values represent restricted stock units granted in 2014 and 2018, which vested in 2021. |
(e) |
This column represents amounts paid by the company with respect to the annual cash bonus and earnings bonus units granted in prior years that paid out in the current year. In 2021, the company granted an annual cash bonus. The maximum settlement value (trigger) or cumulative earnings per share was not achieved for earnings bonus units granted in prior years, and therefore no earnings bonus unit payments were made. |
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (c) |
Weighted average exercise price of outstanding options, warrants and rights ($) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (#) (c) | |||
| Equity compensation plans approved by security holders (a) |
- | - | - | |||
| Equity compensation plans not approved by security holders (b) |
1,743,315 | - | 8,724,347 | |||
| Total |
1,743,315 | - | 8,724,347 | |||
(a) |
The company’s stock option plan expired in 2012. |
(b) |
This is a restricted stock unit plan, which is described starting on page 163. |
(c) |
The Number of securities to be issued represents the total number of restricted stock units issued since 2011 and still outstanding (3,950,615) minus the outstanding restricted stock units that are only eligible for cash (and not common shares) upon vesting (2,207,300). The Number of securities remaining available for future issuance represents the restricted stock units not yet granted (6,517,047) plus the number of outstanding restricted stock units that are only eligible for cash (and not common shares) upon vesting (2,207,300). |
| Maximum number of restricted stock units issuable under the plan (#) (b) |
Total number of restricted stock units awarded and outstanding (#) |
Total number of restricted stock units available for grant (#) | ||||
| Number |
10,468,037 | 3,950,615 | 6,517,422 | |||
| Percent of outstanding common shares (a) |
1.54% | 0.58% | 0.96% | |||
(a) |
As of December 31, 2021, the number of common shares outstanding was 678,079,864. |
(b) |
The maximum number of restricted stock units issuable under the company plan is the number as of December 31, 2020 (10,474,762) minus the common shares issued in 2021 pursuant to the vesting of restricted stock units under the plan (6,725 common shares). |
| Number of restricted stock units granted under the plan (#) (a) |
Weighted average number of securities outstanding (#) (b) |
Annual burn rate (%) (c) | ||||
| 2021 |
680,720 | 711,602,150 | 0.10% | |||
| 2020 |
747,040 | 735,285,422 | 0.10% | |||
| 2019 |
854,800 | 762,680,114 | 0.11% | |||
(a) |
The number of restricted stock units granted under the plan in the applicable fiscal year. |
(b) |
The weighted average number of securities outstanding during the period is the number of securities outstanding at the beginning of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting factor. |
(c) |
The annual burn rate percent is calculated as the number of restricted stock units granted under the plan divided by the weighted average number of securities outstanding. |
| Name |
Number of years credited service (as of December 31, 2021) (#) (a) |
Annual benefits payable ($) |
Opening present value of defined benefit obligation ($) (d) |
Compensatory change ($) (e) |
Non- compensatory change ($) (f) |
Closing present value of defined benefit obligation ($) (d) | ||||||||
| At year- end (b) |
At age 65 (c) | |||||||||||||
| B.W. Corson |
- | - | - | - | - | - | - | |||||||
| D.E. Lyons |
- | - | - | - | - | - | - | |||||||
| S.P. Younger (g) |
- | - | - | - | - | - | - | |||||||
| B.A. Jolly |
30.5 | 267,700 | 364,600 | 5,546,900 | 268,900 | (68,300) | 5,747,500 | |||||||
| J.R. Wetmore |
27.5 | 239,200 | 394,100 | 5,092,200 | 56,200 | (111,500) | 5,036,900 | |||||||
(a) |
B.W. Corson and D.E. Lyons participate in the Exxon Mobil Corporation defined benefit pension plan including tax-qualified and non-qualified plans. Benefits under this plan are payable in U.S. dollars and have been converted to Canadian dollars at the average 2021 exchange rate of 1.2535. Under this plan, Mr. Corson had 38.5 years of credited service and Mr. Lyons had 31.5 years of credited service. S.P. Younger participates in the Esso Australia Pty Ltd. defined benefit and defined contribution pension plans. Benefits under these plans are payable in Australian dollars and have been converted to Canadian dollars at the average 2021 exchange rate of 0.9421. Under these plans, Mr. Younger had 24.8 years of credited service. |
(b) |
For members of the company’s pension plan, the annual benefits include the amount of the accrued annual lifetime pension from the company’s registered pension plan and supplemental pension arrangement. Benefits under the supplemental pension arrangement can be paid as a lump-sum equivalent upon retirement. For members of the Exxon Mobil Corporation’s pension plan, the annual benefits include the accrued annual lifetime pension from the tax-qualified and the annual amount calculated under the non-qualified plans. For B.W. Corson, this value was $1,044,457. For D.E. Lyons, this value was $477,008. Non-qualified plan benefits are payable only as a lump-sum equivalent upon retirement. For members of the Esso Australia Pty Ltd. defined benefit plan, benefits are payable as lump-sum equivalent or annual lifetime pension upon retirement for participants age 55 and older. For S.P. Younger, this is not applicable as his age is under 55 years, and therefore he is not currently entitled to pension if leaving service. |
(c) |
For members of the company’s pension plan, the annual benefits include the amount of the accrued annual lifetime pension from the company’s registered pension plan and supplemental pension arrangement that would be earned to age 65 assuming final average earnings as at December 31, 2021. Benefits under the supplemental pension arrangement can be paid as a lump-sum equivalent upon retirement. For members of the Exxon Mobil Corporation’s pension plan, the annual benefits include the annual lifetime pension from the tax-qualified and the annual amount calculated under the non-qualified plans that would be earned to age 65 assuming final average earnings as at December 31, 2021. For B.W. Corson, this value was $1,177,635. For D.E. Lyons, this value was $565,710. Non-qualified plan benefits are payable only as a lump-sum equivalent upon retirement. For members of the Esso Australia Pty. Ltd. defined benefit plan, benefits are payable as an annual lifetime pension or a lump-sum equivalent upon retirement or a combination of both, as elected by the participant upon leaving service. For S.P. Younger, the lump-sum value that would be earned to age 65, assuming final average earnings as of December 31, 2021 was $354,950. |
(d) |
For members of the company’s pension plan, the opening and closing defined benefit obligation is defined under U.S. Generally Accepted Accounting Principles (GAAP) and values are calculated on a basis that is consistent with the valuation that was performed for accounting purposes for the company’s plans. The value is calculated based on estimated earnings eligible for pension as described previously and Yearly Maximum Pensionable Earnings (YMPE) as defined by the Canada Revenue Agency, projected to retirement and pro-rated on service to the date of valuation. The calculations assume that the Canada Pension Plan offset is based on the annual maximum benefit at retirement and the Old Age Security (OAS) offset is based on the OAS benefit at the date of valuation, projected to retirement. For members of the Exxon Mobil Corporation and Esso Australia Pty Ltd. pension plan respectively, the opening and closing defined benefit obligation is defined under GAAP and values are consistent with the valuation performed for accounting purposes for the applicable affiliate plan. The values are calculated based on estimated earnings eligible for pension as described previously. For B.W. Corson, the opening value was $12,805,868 and the closing value was $15,421,128. For D.E. Lyons, the opening value was $5,991,390 and the closing value was $7,186,059. For S.P. Younger, the opening value was $3,231,521 and the closing value was $3,109,701. |
(e) |
The value for “Compensatory change” includes service cost for 2021 and the impact of change in earnings on the projected benefit obligation. For members of the company’s plan, these values are calculated using the individual’s additional pensionable service in 2021 and the actual salary and bonus received in 2021. For members of the Exxon Mobil Corporation and Esso Australia Pty Ltd. pension plans, these values are calculated using the individual’s additional pensionable service in 2021 and earnings as described previously. For B.W. Corson, this value was ($1,200,091). For D.E. Lyons, this value was ($463,757). For S.P. Younger, this value was ($74,865). |
(f) |
The value for “Non-compensatory change” includes the impact of experience not related to earnings, benefit payments and change in measurement assumptions. With respect to the company’s pension plan, the discount rate used to determine the closing present value of defined benefit obligation at the end of 2021 increased to 3.0 percent, from 2.5 percent at the end of 2020, which had a negative impact on the non-compensatory change element. For members of the Exxon Mobil Corporation and Esso Australia Pty Ltd., the value for “Non-compensatory change” includes the impact of experience not related to earnings or service. For the Exxon Mobil Corporation’s plan, this includes the effect of interest based on a discount rate of 3.0 percent at the end of 2021, up from 2.8 percent at the end of 2020. For the Esso Australia Pty Ltd. Plan, this includes the effect of interest based on a discount rate of 3.0 percent at the end of 2021, up from 2.1 percent at the end of 2020. For B.W. Corson, this value was $1,415,169. For D.E. Lyons, this value was $730,912. For S.P. Younger, this value was ($196,685). |
(g) |
S.P. Younger participates in the Esso Australia Pty Ltd. defined contribution plan. Contribution limits under this plan have been reached. The “Accumulated value at start of year” was $40,983, the “Compensatory value” was $6,897 reflecting affiliate contribution and investment earnings, and the “Accumulated value at year-end” was $47,880. |
Appendix A – Board of director and committee charters |
Board of Directors Charter |
| (a) | act honestly and in good faith with a view to the best interests of the corporation; and |
| (b) | exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. |
| (a) | contribute to the formulation of and approve strategic plans on at least an annual basis; |
| (b) | identify the principal risks of the corporation’s business where identifiable and oversee the implementation of appropriate systems to manage such risks; |
| (c) | oversee succession planning for senior management, including the appointing, training and monitoring thereof; |
| (d) | approve the corporate disclosure guidelines and monitor the external communications of the corporation; |
| (e) | monitor the integrity of the corporation’s internal control and management information systems; |
| (f) | monitor the integrity of the corporation’s information technology and systems to ensure the security and integrity of the corporation’s electronic information, systems and assets; |
| (g) | consider management’s recommendations regarding major corporation decisions and actions, which have significant societal implications; |
| (h) | monitor compliance with major corporate policies; |
| (i) | charge the chief executive officer of the corporation with the general management and direction of the business and affairs of the corporation; |
| (j) | monitor the performance of the chief executive officer; |
| (k) | satisfy itself as to the integrity of the chief executive officer and other executive officers and ensure that the chief executive officer and the other executive officers create a culture of integrity throughout the company; |
| (l) | annually review and approve the corporation’s code of ethics and business conduct; |
| (m) | monitor compliance with the code of ethics and business conduct, provided that any waivers from the code that are granted for the benefit of the issuer’s directors or executive officers should be granted by the board only; |
| (n) | determine appropriate measures are in place for receiving feedback from stakeholders; |
| (o) | by appropriate charter resolutions, establish the audit, executive resources, nominations and corporate governance, public policy and corporate responsibility and community collaboration and engagement committees of the board with specific duties defined and the corporation provide each board committee with sufficient funds to discharge its responsibilities in accordance with its charter; |
| (p) | determine membership of each committee, including its chair and vice-chair, after receiving the recommendation of the nominations and corporate governance committee; |
| (q) | direct the distribution to the board by management of information that will enhance their familiarity with the corporation’s activities and the environment in which it operates, as set out in section 5; |
| (r) | review the corporation’s process in respect of employee conflicts of interest and directorships in non-affiliated commercial, financial and industrial organizations and the disclosures thereof; |
| (s) | review the mandates of the board and of the committees and their effectiveness at least annually; and |
| (t) | undertake such additional activities within the scope of its responsibilities as it may deem appropriate. |
· |
fixing of the number of directors |
· |
director appointments to fill interim vacancies |
· |
director slate for election by the shareholders |
· |
officer appointments |
· |
board governance processes |
· |
by-laws and administrative resolutions |
· |
changes in fundamental structure of the corporation |
· |
shareholder meeting notice and materials |
· |
non-employee director compensation |
· |
policies adopted by the board |
· |
investigations and litigation of a material nature |
· |
equity or debt financing |
· |
dividend declarations |
· |
financial statements and the related management discussion and analysis, annual and quarterly |
· |
status of the corporation’s retirement plan and employee savings plan |
· |
near-term and long-range outlooks |
· |
capital, lease, loan and contributions budgets annually |
· |
budget additions over $250 million individually |
· |
quarterly updates of actual and projected capital expenditures |
· |
capital expenditures or dispositions in excess of $250 million individually |
· |
entering into any venture that is outside of the corporation’s existing businesses |
· |
financial and operating results quarterly |
· |
Canadian and world economic outlooks |
· |
regional socio-economic reviews |
· |
corporate reputation reviews |
· |
risk management reviews |
· |
environment and sustainability reviews |
· |
personnel and process safety systems and performance reviews |
· |
information technology, systems and cybersecurity |
• |
articles of incorporation, by-laws and administrative resolutions |
• |
corporate policies |
• |
corporate data |
• |
board and management processes |
• |
financial and operating report |
• |
organization outline |
• |
public issues updates |
• |
economic outlook |
• |
external communications packages |
• |
information technology, systems and cybersecurity updates |
• |
press releases |
• |
speeches by management |
• |
organization changes |
| (a) | The board normally holds seven (7) regular meetings per year. Additional meetings may be scheduled as required to consider the range of items charged for consideration by the board. |
| (b) | An agenda for each board meeting and briefing materials will, to the extent practicable in light of the timing of matters that require board attention, be distributed to each director approximately five to seven days prior to each meeting. The chairman, in consultation with the chair of the executive sessions will normally set the agenda for board meetings. Any director may request the inclusion of specific items. |
| (c) | It is expected that each director will make every effort to attend each board meeting and each meeting of any committee on which he or she serves. Attendance in person is preferred but attendance by teleconference is permitted if necessary. |
| (d) | Each director should be familiar with the agenda for each meeting, have carefully reviewed all other materials distributed in advance of the meeting, and be prepared to participate meaningfully in the meeting, and to discuss all scheduled items of business. |
| (e) | The proceedings and deliberations of the board and its committees are confidential. Each director will maintain the confidentiality of information received in connection with his or her service as a director, and the chief executive officer, or those whom he or she has designated, will speak for the corporation. |
| (a) | The board shall be composed of a majority of independent directors. The board may also include one or more directors who are not independent, but who, as officers of the majority shareholder, may be viewed as independent of the company’s management. |
| (b) | In respect of each director to be appointed to fill a vacancy and each director to be nominated for election or re-election by the shareholders, the board shall make an express determination as to whether he or she is an independent director and, for a director who may become a member of the audit committee, whether he or she is an audit committee financial expert or financially literate. |
| (c) | The term “independent”, shall have the meaning as set out in applicable law, including on the basis of the standards specified by National Instrument 52-110 Audit Committees, the US. Securities and Exchange Commission rules and the listing standards of the NYSE American LLC. |
| (d) | Independent directors will have full access to senior management of the corporation and other employees on request to discuss the business and affairs of the corporation. The board expects that there will be regular opportunities for directors to meet with the chief executive officer, and other members of management in board and committee meetings and in other formal or informal settings. |
| (e) | Compensation for independent directors will be determined by the board on the recommendation of the nominations and corporate governance committee and will be reviewed annually. Non-employee director compensation will be set at a level that is consistent with market practice, taking into account the size and scope of the corporation’s business and the responsibilities of its directors. A substantial portion of the compensation paid to independent directors for service on the board will be paid in restricted stock units of the corporation. |
| (a) | Meetings of the independent directors (“executive sessions of the board”) shall be held in conjunction with all board meetings including unscheduled telephonic board meetings. Additional executive sessions may be convened by the chair or the executive sessions at his or her discretion and will be convened if requested by any other director. Any independent director may raise issues for discussion at an executive session. |
| (b) | The chair of the executive sessions of the board shall be chosen by the independent directors. |
| (c) | The chair of the executive sessions of the board, or in the chair’s absence an independent director chosen by the independent directors, shall |
| (i) | preside at executive sessions of the board; |
| (ii) | ensure that meetings of the independent directors are held in accordance with this charter; |
| (iii) | review, and modify if necessary the agenda of the meetings of the board in advance to ensure that the board may successfully carry out its duties; and |
| (iv) | act as a liaison with the chairman, including providing feedback from the executive sessions to the chairman, provided that each director will also be afforded direct and complete access to the chairman at any time as such director deems necessary or appropriate. |
| (d) | The purposes of the executive sessions of the board shall include the following: |
| (i) | to raise substantive issues that are more appropriately discussed in the absence of management; |
| (ii) | to discuss the need to communicate to the chairman of the board any matter of concern raised by any committee or any director; |
| (iii) | to address issues raised but not resolved at meetings of the board and assess any follow-up needs with the chairman of the board; |
| (iv) | to discuss the quality, quantity, and timeliness of the flow of information from management that is necessary for the independent directors to effectively and responsibly perform their duties, and advise the chairman of the board of any changes required; and |
| (v) | to seek feedback about board processes. |
| (a) | Selection |
• |
Experience in leadership of businesses or other large organizations (Leadership of large organizations) |
• |
Operations/technical experience (Operations / technical) |
• |
Project management experience (Project management) |
• |
Experience in working in a global work environment (Global experience) |
• |
Experience in development of business strategy (Strategy development) |
• |
Experience with environmental, health, community relations and/or safety policy, practices and management (Environment and sustainability) |
• |
Audit committee financial expert |
• |
Expertise in financial matters (Financial expertise) |
• |
Expertise in managing relations with government (Government relations) |
• |
Experience in academia or in research (Academic / research) |
• |
Expertise in information technology and cybersecurity oversight (Information technology / Cybersecurity oversight) |
• |
Expertise in executive compensation policies and practices (Executive compensation) |
• |
Expertise in oversight of risk management policies and practices (Risk management) |
• |
possessing expertise in any of the following areas: law, science, marketing, administration, social/political environment or community and civic affairs; |
• |
individual competencies in business and other areas of endeavour in contributing to the collective experience of the directors; and |
• |
providing diversity in age, regional association, gender and other diversity elements (including Aboriginal peoples, persons with disabilities and members of visible minorities). |
• |
will not adversely affect the requirements with respect to citizenship and residency for the directors imposed by the Canada Business Corporations Act |
• |
will not adversely affect the corporation’s status as a foreign private issuer under U.S. securities legislation; |
• |
possesses the ability to contribute to the broad range of issues with which the directors and any one or all of the committees of directors must deal; |
• |
will serve on the boards of other public companies only to the extent that such services do not detract from the director’s ability to devote the necessary time and attention as a director; |
• |
is able to devote the necessary amount of time to prepare for and attend all meetings of the directors and committees of directors, and to keep abreast of significant corporate developments; |
• |
is free of any present or apparent potential legal impediment or conflict of interest, such as: |
¦ |
serving as an employee or principal of any organization presently providing a significant level of service to the corporation or which might so provide to the corporation, for example, institutions engaged in commercial banking, underwriting, law, management consulting, insurance, or trust companies; or of any substantial customer or supplier of the corporation; |
¦ |
serving as an employee or director of a competitor of the corporation, such as petroleum or chemical businesses, or of a significant competitor of corporations represented by a director of this corporation; |
¦ |
serving as the chief executive officer or a top administrator of an organization that has the chief executive officer or a top administrator of this corporation serving as director; |
• |
is expected to remain qualified to serve for a minimum of five years; |
• |
will not, at the time that he or she stands for election or appointment, have attained the age of 72; |
• |
if an independent director, is, or will become within a period of five years of becoming a director, the beneficial owner, directly or indirectly, of not less than 16,500 common shares, deferred share units or restricted stock units of the corporation. |
| (b) | Tenure |
• |
does not suffer from any disability that would prevent the effective discharge of his or her responsibilities as a director; |
• |
makes a positive contribution to the effective performance of the directors; |
• |
regularly attends directors’ and committee meetings; |
• |
has not made a change with respect to principal position or thrust of involvement or regional association that would significantly detract from his or her value as a director of the corporation; |
• |
is not otherwise, to a significant degree, incompatible with the criteria established for use in the selection process; |
• |
in a situation where it is known that a director will become incompatible with the criteria established for use in the selection process within a three-month period of election, such as retirement from principal position at age 65, this information would be included in the management proxy circular, and where possible, information regarding the proposed replacement would also be included; |
• |
will not, at the time that he or she stands for re-election, have attained the age of 72; however, under exceptional circumstances, at the request of the chairman, the nominations and corporate governance committee may continue to support the nomination. |
• |
experiences a change in circumstances such as a change in his or her principal occupation, including an officer of the corporation ceasing to hold that position, but not merely a change in geographic location; |
• |
displays a change in the exercise of his or her powers and in the discharge of duties that, in the opinion of at least 75 percent of the directors, is incompatible with the duty of care of a director as defined in the Canada Business Corporations Act; |
• |
has made a change in citizenship or residency that will adversely affect the requirements for directors with respect to those areas imposed by the Canada Business Corporations Act; |
• |
has made a change in citizenship or residency that adversely affects the corporation’s status as a foreign private issuer under U.S. securities legislation; |
• |
develops a conflict of interest, such as |
¦ |
assuming a position as an employee or principal with any organization providing a significant level of service to the corporation, for example, institutions engaged in commercial banking, underwriting, law, management consulting, insurance, or trust companies; or with any substantial customer or supplier of the corporation; |
¦ |
assuming a position as an employee or director of any competitor of the corporation, such as petroleum or chemical businesses, or of a competitor of corporations represented by a director of this corporation; |
¦ |
assuming the position of chief executive officer or a top administrator of an organization that has the chief executive officer or a top administrator of this corporation serving as a director; |
¦ |
becomes unable to devote the necessary amount of time to prepare for and regularly attend meetings of the directors and committees of directors, and to keep abreast of significant corporate developments, |
· |
plan and organize all activities of the board of directors; |
· |
ensure that the board receives sufficient, timely information on all material aspects of the corporation’s operations and financial affairs; |
· |
chair annual and special meetings of the shareholders; |
· |
conduct the general management and direction of the business and affairs of the corporation; |
· |
recommend to the board of directors a strategic plan for the corporation’s business and, when approved by the board of directors, implement this strategic plan and report to the board of directors on the implementation of this strategic plan; |
· |
develop and implement operational policies to guide the corporation within the limits prescribed by the corporation’s by-laws and the directions adopted by the board of directors; |
· |
identify, for review with the board of directors, the principal risks of the corporation’s business, where identifiable, and develop appropriate systems to manage such risks; |
· |
under the oversight of the board of directors, develop plans for succession planning for senior management, including the appointing, training and monitoring thereof, and implement those plans; |
· |
ensure compliance with the corporation’s code of ethics and business conduct so as to foster a culture of integrity throughout the company; and |
· |
ensure effective internal controls and management information systems are in place. |
| Audit Committee Charter |
· |
management’s conduct of the corporation’s financial reporting process, |
· |
the integrity of the financial statements and other financial information provided by the corporation to Canadian securities regulators, the United States Securities and Exchange Commission (the “SEC”) and the public, |
· |
the corporation’s system of internal accounting and financial controls, |
· |
the corporation’s compliance with legal and regulatory requirements, |
· |
the performance of the corporation’s internal audit function, |
· |
the independent auditors’ qualifications, performance, and independence, and |
· |
the annual independent audit of the corporation’s financial statements. |
| (a) | preside at committee meetings; |
| (b) | ensure that meetings of the committee are held in accordance with this charter; and |
| (c) | review, and modify if necessary the agenda of the meetings of this committee in advance to ensure that the committee may effectively carry out its duties. |
| (a) | recommend the external auditors to be appointed by the shareholders, review and recommend their remuneration to the board, approve advances on such remuneration, which shall be paid by the corporation, and oversee their work, including the resolution of disagreements between management and the external auditor regarding financial reporting. |
| (b) | approve the proposed current year audit program of the external auditors and assess the results of the program after the end of the program period. |
| (c) | approve in advance any non-audit services that are permitted by applicable law to be performed by the external auditors after considering the effect of such services on their independence. |
| (d) | receive from the external auditors a formal written statement delineating all relationships between the external auditor and the corporation consistent with Independence Standards Board Standard 1, and shall actively engage in a dialogue with the external auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditor and shall recommend that the board take any appropriate action to oversee the independence of the external auditor. |
| (e) | maintain hiring policies for employees and former employees of the independent auditors. |
| (f) | establish procedures for the receipt, retention and treatment of complaints received by the corporation regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the corporation of concerns regarding questionable accounting or auditing matters. |
| (g) | approve the proposed current year audit program of the internal auditors and assess the results of the program after the end of each quarter. |
| (h) | review the adequacy of the corporation’s system of internal controls and auditing procedures. |
| (i) | review the accounting and financial reporting processes of the corporation. |
| (j) | approve changes proposed by management in accounting principles and practices, and review changes proposed by the accounting profession or other regulatory bodies which impact directly on such principles and practices. |
| (k) | review the quarterly news release of financial and operating results, the annual and quarterly financial statements of the corporation, any accounting items affecting the statements and the overall format and content of the statements, and the related management discussion and analysis, prior to approval of such news release and financial statements by the board of directors. |
| (l) | review the results of the corporation’s business ethics compliance program. |
| (m) | review annually a summary of senior management expense accounts. |
| (n) | evaluate, along with the other members of the board, management, the controller, and the general auditor, the qualifications, performance and independence of the independent auditors, including the performance of the lead audit partner. |
| (o) | require attendances at its meetings by members of management, as the committee may direct. |
| (p) | undertake such additional activities within the scope of its responsibilities as it may deem appropriate. |
| Public Policy and Corporate Responsibility Committee Charter |
| (a) | preside at committee meetings; |
| (b) | ensure that meetings of the committee are held in accordance with this charter; and |
| (c) | review, and modify if necessary the agenda of the meetings of this committee in advance to ensure that the committee may effectively carry out its duties. |
| (a) | review and monitor the effectiveness of the corporation’s policies, programs and practices on environment, health, safety, security and sustainability, including the impact, risks and disclosure associated with climate change and greenhouse gas emissions, and make such recommendations to the board with respect thereto as it may deem advisable. |
| (b) | monitor the corporation’s compliance with legislative, regulatory and corporation standards for environmental, health, safety, security and sustainability practices and matters, including the impact, risks and disclosure associated with climate change and greenhouse gas emissions, and advise the directors on the results and adequacy thereof. |
| (c) | monitor trends and review current and emerging public policy issues relating to matters of significance to the corporation, including environment, health, safety, security and sustainability issues and the impact, risks and disclosure associated with climate change and greenhouse gas emissions, as they may impact the corporation’s operations. |
| (d) | review the impact of proposed legislation relating to matters of significance to the corporation, including the impact of the environment, health, safety and security on the operations of the corporation and to advise the directors and management as to the appropriate response of the corporation thereto. |
| (e) | recommend to the directors and management desirable policies and actions arising from its review and monitoring activity. |
| (f) | require attendances at its meetings by members of management, as the committee may direct. |
| (g) | undertake such additional activities within the scope of its responsibilities as it may deem appropriate. |
| Executive Resources Committee Charter |
| (a) | preside at committee meetings; |
| (b) | ensure that meetings of the committee are held in accordance with this charter; and |
| (c) | review, and modify if necessary the agenda of the meetings of this committee in advance to ensure that the committee may effectively carry out its duties. |
| (a) | review and approve the corporate goals and objectives relevant to the compensation of the CEO. |
| (b) | review data on competitive compensation practices and review and evaluate policies and programs through which the corporation compensates its employees. |
| (c) | at least annually evaluate the CEO’s performance as measured against the goals and objectives outlined above. |
| (d) | approve salaries and other compensation (including supplemental compensation such as cash bonuses and incentive bonus units, long-term incentive compensation such as restricted stock units, and any other payments for service), for the CEO and other key senior executive management positions reporting directly to the CEO, including all officers of the corporation. |
| (e) | at least annually review succession planning and development strategies for the CEO and key senior executive management positions reporting directly to the CEO, including all officers of the corporation. |
| (f) | review the executive development system to ensure that it foresees the corporation’s senior management requirements and provides for early identification and development of key resources. |
| (g) | review and approve an annual report on compensation for inclusion in the corporation’s management proxy circular in accordance with applicable legal requirements. |
| (h) | make recommendations to the board with respect to incentive compensation plans and equity-based plans. |
| (i) | review proposed terms of any new incentive program and any major amendment of an existing program, and make such recommendations to the board with respect thereto as it may deem advisable. |
| (j) | review and report on risks arising from the corporation’s compensation policies and practices for employees as required by Canadian securities regulators and stock exchanges on which the corporation’s stock trades. |
| (k) | consider factors that could affect the independence or represent a conflict of interest on the part of any compensation consultant, independent legal counsel, or other adviser the committee may retain and report thereon as required by Canadian securities regulators and stock exchanges on which the corporation’s stock trades. |
| (l) | require attendances at its meetings by members of management, as the committee may direct. |
| (m) | undertake such additional activities within the scope of its responsibilities as it may deem appropriate. |
· |
the provision of other services to the corporation by the person that employs the Advisor; |
· |
the amount of fees received from the corporation by the person that employs the Advisor as a percentage of such that person’s total revenue; |
· |
the policies and procedures of the person that employs the Advisor that are designed to prevent conflicts of interest; |
· |
any business or personal relationship of the Advisor with a member of the committee; |
· |
any stock of the corporation owned by the Advisor; and |
· |
any business or personal relationship of the Advisor or the person employing the Advisor with an executive officer of the corporation. |
| Nominations and Corporate Governance Committee Charter |
| (a) | preside at committee meetings; |
| (b) | ensure that meetings of the committee are held in accordance with this charter; and |
| (c) | review, and modify if necessary the agenda of the meetings of this committee in advance to ensure that the committee may effectively carry out its duties. |
| (a) | oversee issues of corporate governance as they apply to the corporation, including the effectiveness of the system of corporate governance, and the board’s relationship with management, and report to the board on such matters. |
| (b) | oversee the annual assessment of the effectiveness and contribution of the board, its committees and each individual director. |
| (c) | make recommendations to the board as to the appropriate size of the board with a view to facilitating effective decision-making. |
| (d) | review and recommend to the board of directors any modifications to the charters of the board or any of its committees. |
| (e) | review qualifications of existing directors and individuals suggested as potential candidates for director of the corporation, including candidates suggested by shareholders, and consider for nomination any of such individuals who are deemed qualified pursuant to the provisions of the board charter. |
| (f) | recommend to the board the nominees to be proposed by the board for election as directors of the corporation at the annual meeting of shareholders. |
| (g) | recommend to the board candidates for election as directors of the corporation to fill open seats on the board between annual meetings, including vacancies created by an increase in the authorized number of directors. |
| (h) | consider resignations tendered by directors in the event of: |
| (i) | the majority shareholder’s holdings falling below 50%, for any non-contested election of directors in the event a nominee standing for election by shareholders in a non-contested election receives a greater number of votes withheld from his or her election than votes for such election and, in any such case, refer the matter to the board with the committee’s recommendation whether such resignation should be accepted, or |
| (ii) | a change of circumstance as described in section 10(b)(ii) of the board charter. |
| (i) | review the remuneration of independent directors and make such recommendations to the board with respect thereto as it may deem advisable. |
| (j) | review present plans, programs or arrangements, and any proposed terms of any new plans, programs or arrangements, for the benefit of independent directors, and make such recommendations to the board with respect thereto as it may deem advisable. |
| (k) | review and recommend to the board guidelines to be adopted relating to tenure of independent directors. |
| (l) | provide recommendations to the board concerning committee structure of the board, committee operations, committee member qualifications, and committee member appointment. |
| (m) | review any allegation that an executive officer or director may have violated the corporation’s Standards of Business Conduct and report its findings to the board and the general auditor. |
| (n) | require attendances at its meetings by members of management, as the committee may direct. |
| (o) | undertake such additional activities within the scope of its responsibilities as it may deem appropriate. |
| Community Collaboration and Engagement Committee Charter |
| (a) | preside at committee meetings; |
| (b) | ensure that meetings of the committee are held in accordance with this charter; and |
| (c) | review, and modify if necessary the agenda of the meetings of this committee in advance to ensure that the committee may effectively carry out its duties. |
| (a) | review and monitor the effectiveness of the corporation’s programs and practices supporting public awareness and consultation activities. |
| (b) | monitor trends and review current and emerging issues related to government, stakeholder and Indigenous relations. |
| (c) | review and provide advice on the corporation’s overall community investment strategies and programs, which consists of: |
| (i) | charitable contributions; |
| (ii) | local community contributions by business units on community-serving projects that also benefit the corporation, which are charitable in nature; |
| (iii) | funding for public policy groups; |
| (iv) | university research awards; |
| (v) | sponsorships whose primary purpose is to promote community support and corporate recognition; and |
| (vi) | expenditures required under socio-economic agreements to support the development of mutually-beneficial long-term relationships. |
| (d) | approve all grants or contributions for charitable contributions and local community contributions; as described in section 4(c)(i) above, in excess of $300,000. |
| (e) | require attendances at its meetings by members of management, as the committee may direct. |
| (f) | undertake such additional activities within the scope of its responsibilities as it may deem appropriate. |